425

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) July 31, 2012

CU BANCORP

(Exact name of registrant as specified in its charter)

California	000-54774	90-0779788
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)
15821 Ventura Boulevard, Suite 100, Encino, California		91436
(Address of Principal Executive Offices)		(Zip Code)

(818) 257-7700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changes Since Last Report)

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):

x 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))

Section 2

Item 2.01 Completion of Acquisition or Disposition of Assets

On July 31, 2012, CU Bancorp and California United Bank completed the following transactions:

(i) The formation of a bank holding company (“CU Bancorp”) for California United Bank (the “Bank”) and the related bank holding company reorganization pursuant to an Agreement and Plan of Merger dated December 8, 2011 (the “Merger Agreement”) and the related Agreement to Merge and Plan of Bank Holding Company Formation. CU Bancorp became the sole shareholder of California United Bank, in a one-to-one exchange of shares of California United Bank common stock for CU Bancorp common stock. In addition the California United Bank 2005 Stock Option Plan and the California United Bank 2007 Equity and Incentive Plan (collectively the “Equity Plans”) were automatically deemed to be equity incentive plans of CU Bancorp and the outstanding options to purchase California United Bank common stock and the outstanding shares of restricted California United Bank common stock previously granted pursuant to the Equity Plans were automatically deemed to be outstanding options to purchase CU Bancorp common stock and outstanding shares of restricted CU Bancorp common stock respectively, having the same terms, conditions and restrictions as originally imposed thereon. Collectively these transactions are referred to as the “Holding Company Formation”;

(ii) The acquisition of Premier Commercial Bancorp (“PC Bancorp”) pursuant to an Agreement and Plan of Merger dated December 8, 2011, through a series of mergers and by the merger of PC Bancorp into CU Bancorp (the “Bancorp Acquisition”; and

(iii) The acquisition of Premier Commercial Bank, N.A. through the merger of the Premier Commercial Bank, N.A. into California United Bank (the “Bank Acquisition”).

The Holding Company Formation

On July 31, 2012, California United Bank became the wholly owned subsidiary of CU Bancorp, a California corporation and the bank holding company for California United Bank, in a one-to-one- exchange of California United Bank common stock for CU Bancorp common stock. CU Bancorp common stock will trade on the Over-the-Counter Bulletin Board (“OTCBB”) under the ticker symbol “CUNB”.

The Bancorp Acquisition

PC Bancorp was a bank holding company and the parent of Premier Commercial Bank, N.A. On July 31, 2012, PC Bancorp merged with and into CU Bancorp, with CU Bancorp as the surviving company. Shareholders of PC Bancorp received a total of 3,721,442 shares of CU

Bancorp common stock in an exchange ratio of .9923 shares of CU Bancorp common stock for each share of PC Bancorp common stock. Cash will be paid in lieu of fractional shares at $11.0676 per share. The transaction is valued at approximately $42.3 million based on the closing price of California United Bank common stock on July 31, 2012. In addition, holders of stock options of PC Bancorp will receive the positive difference between $10.9824 and the exercise price per share.

The Bank Acquisition

On July 31, 2012, Premier Commercial Bank, N.A. merged with and into California United Bank, with California United Bank as the surviving bank. Premier Commercial Bank was a national bank with total assets of approximately $414 million on June 30, 2012. Premier Commercial Bank, N.A. engaged in the commercial banking business, with offices in Anaheim and Irvine/Newport Beach, California. The offices in Anaheim and Irvine/ Newport Beach will become full-service branch offices of California United Bank.

Additional Information

Additional information and details of the transactions were previously disclosed in the joint proxy statement/prospectus filed by CU Bancorp with the Securities and Exchange Commission (the “SEC”) on April 13, 2012, as amended on June 19, 2012 (SEC File No. 333-180739) (the “Joint Proxy Statement/Prospectus”). Any description of the Merger Agreement is qualified in its entirety by reference to the complete copy of the Merger Agreement which is included as Appendix A in the Joint Proxy Statement/Prospectus and is incorporated by reference herein.

Section 5 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Bancorp Acquisition and at the effective time of the Bank Acquisition, the executive officers and directors of CU Bancorp and California United Bank immediately prior to the effective time became the executive officers and directors of CU Bancorp and California United Bank, respectively; provided, however, that Robert C. Bills and Ronald W. Jones, both of whom served on the board of directors of CU Bancorp and California United Bank, had previously provided written notification of their intent to retire as directors of both CU Bancorp and California United Bank and such resignations were accepted, at the effective time of these Acquisitions.

Mr. Bills served as the Chairman of the Compensation, Nomination and Corporate Governance Committee and Mr. Jones previously served as the Audit Committee expert and Chairman of the Audit Committee. Both Mr. Bills and Mr. Jones have served on, and have meaningfully contributed to, California United Bank’s board of directors since its organization.

Additionally, pursuant to the terms of the Merger Agreement and at the effective time of the Acquisitions, Kenneth J. Cosgrove and Robert Matranga joined the boards of directors of CU Bancorp and California United Bank to serve until their respective successors are duly elected or appointed and qualified.

The information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference.

Section 8

Item 8.01 Other Events

On August 1, 2012, California United Bank and CU Bancorp issued a press release reporting that on July 31, 2012, the Holding Company Formation, the Bancorp Acquisition and the Bank Acquisition were all completed.

A copy of that release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 9

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of businesses acquired.

Financial Statement information regarding PC Bancorp in the form and for the periods required pursuant to this Item and SEC Regulation S-X 8.04 will be filed within 71 days of the date hereof.

(d) Exhibits

99.1 Press Release dated August 1, 2012 – California United Bank Completes Acquisition of Premier Commercial Bank—CU Bancorp Established as Holding Company for California United Bank—Kenneth J. Cosgrove and Robert Matranga Appointed to CU Bancorp Board of Directors

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.

August 1, 2012	CALIFORNIA UNITED BANK
	/s/ Anita Wolman
	Anita Wolman, Executive Vice President & General Counsel
	(Duly Authorized Representative)

Exhibit Index

Exhibit No.	Description
99.1	99.1 Press Release dated August 1, 2012 – California United Bank Completes Acquisition of Premier Commercial Bank - CU Bancorp Established as Holding Company for California United Bank - Kenneth J. Cosgrove and Robert Matranga Appointed to CU Bancorp Board of Directors

EX-99.1

Exhibit 99.1

California United Bank Completes Acquisition of Premier Commercial Bank

CU Bancorp Established as Holding Company for California United Bank

Kenneth J. Cosgrove and Robert Matranga Appointed to CU Bancorp Board of Directors

ENCINO, Calif. – August 1, 2012 – California United Bank (OTCBB: CUNB) today announced the completion of its acquisition of Premier Commercial Bank N.A., a subsidiary of Premier Commercial Bancorp (OTCBB: PCBP), effective July 31, 2012. Premier Commercial Bank’s branch offices in Anaheim and Irvine/Newport Beach will now operate as full service offices of California United Bank. Concurrent with the acquisition of Premier Commercial Bank, California United Bank also announced the creation of CU Bancorp, a new bank holding company for California United Bank, and the merger of Premier Commercial Bancorp into CU Bancorp. The common stock of CU Bancorp will trade under California United Bank’s former ticker symbol “CUNB” on the Over-the-Counter Bulletin Board.

As a result of the merger of California United Bank and Premier Commercial Bank, N.A., California United Bank, has approximately $1.32 billion in assets and $1.15 billion in deposits based on June 30, 2012 reports filed with the FDIC. CU Bancorp will have a market capitalization of approximately $119.8 million based on California United Bank’s closing price on the OTCBB on July 31, 2012. CU Bancorp’s combined bank franchise now offers eight full service offices in Thousand Oaks, Encino, Santa Clarita, Simi Valley, Los Angeles, the South Bay, Anaheim and Irvine/Newport Beach.

The transaction is expected to be immediately accretive to the combined entity’s earnings per share, excluding one-time transaction expenses.

“The completion of this merger is an exciting milestone for our combined team and reflects overwhelming support by shareholders of both institutions,” said David I. Rainer, President and Chief Executive Officer of California United Bank and CU Bancorp. “We expect the combined strength of California United Bank and Premier Commercial Bank to deliver outstanding service and a broad range of financial solutions to Southern California businesses, entrepreneurs and professionals. We are particularly excited about adding Premier Commercial Bank’s award-winning expertise in SBA lending to the wide array of products already offered by California United Bank. We expect a smooth integration, and we are on track to bring Premier Commercial Bank’s operations and customers online with our platform within just four to five weeks.

“We would like to welcome the customers, shareholders and employees of Premier Commercial Bank to California United Bank. Both banks have a strong tradition of

community support and active involvement in charitable organizations, and we look forward to expanding our philanthropic activities as we continue to grow our franchise in the future,” said Rainer.

The transaction is valued at approximately $42.3 million based on the closing price of California United Bank common stock on July 31, 2012. CU Bancorp will issue 3,721,442 shares of common stock to Premier Commercial Bancorp shareholders. In accordance with the Merger Agreement, all Premier Commercial Bancorp shareholders will receive 0.9923 shares of CU Bancorp common stock for each share of Premier Commercial common stock and cash in lieu of fractional shares. The receipt of CU Bancorp common stock by shareholders of Premier Commercial Bancorp is structured as a tax-free exchange.

Board Appointments

In conjunction with the closing of the merger of Premier Commercial Bancorp into CU Bancorp, Kenneth J. Cosgrove and Robert Matranga have been appointed to the Board of Directors of CU Bancorp. Mr. Cosgrove served as Chairman of the Board and Chief Executive Officer of Premier Commercial Bank since that bank’s inception. With over 30 years of bank management and consulting experience, he has been actively involved in Orange County banking since 1974. A former director of Premier Commercial Bank, Mr. Matranga is Chairman and Chief Executive Officer of Bomel Construction Inc., a full-service general contracting firm with special emphasis in concrete work. He was a co-founder of Bomel Construction over 30 years ago, acquired full control in 1988 and has directed its consistent growth and profitability to current annual revenues in excess of $100 million.

“I am delighted to welcome Ken Cosgrove and Robert Matranga to the CU Bancorp board of directors,” Rainer continued. “Their combined banking expertise and business acumen helped create one of the best community banks in Orange County, and we look forward to their contributions and guidance as we continue to expand California United Bank’s presence in Southern California.”

About California United Bank

California United Bank, which recently celebrated the seventh anniversary of its opening, provides a full range of financial services, including credit and deposit products, cash management, and internet banking for businesses, non-profits, entrepreneurs, professionals and high net worth individuals throughout Southern California from offices in the San Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Simi Valley, Los Angeles, South Bay, Glendale/San Gabriel Valley and Orange County. To view California United Bank’s most recent financial information, please visit the Investor Relations section of the Bank’s Web site. Information on products and services may be obtained by calling (818) 257-7700 or visiting the Bank’s Web site at www.cunb.com.

Forward Looking Statements

Certain statements contained in this release that are not statements of historical fact constitute forward-looking statements for which CU Bancorp, California United Bank and Premier Commercial Bancorp (collectively the “Company”) each claim the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in the Company’s future filings with the Securities Exchange Commission, in press releases and in oral and written statements made by the Company or with the Company’s approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of the Company’s plans, objectives and expectations or those of its management or Boards of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the possible or assumed future financial condition, results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) difficult and adverse conditions in the global and domestic capital and credit markets and the state of California, (2) timing of system conversions, delays and difficulties in integrating or other consequences associated with mergers and acquisitions, (3) significant costs or changes in business practices required by new banking laws or regulations, (4) a more adverse than expected decline, a “double dip” recession, or continued weakness in general business and economic conditions, which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense, (5) changes in market rates and prices which may adversely impact the value of financial products, (6) changes in the interest rate environment and market liquidity which may reduce interest margins and impact funding sources, (7) increased competition, (8) changes in the financial performance and/or condition of the Bank’s borrowers, (9) increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes, (10) earthquake, fire, pandemic or other natural disasters, (11) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies, (12) changes in capital requirements or capital treatment of certain categories of debt currently considered as capital for regulatory purpose, and (13) our success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to reflect the occurrence of unanticipated events.

For a more complete discussion of these risks and uncertainties, see the California United Bank Annual Report on Form 10-K for the year ended December 31, 2011, and particularly Part I, Item 1A, titled “Risk Factors” and CU Bancorp’s Registration Statement on Form S-4 and its Proxy/Prospectus dated June 22, 2012. These documents are available on California United Bank’s website at www.cunb.com under the Investor Relations tab.

Contact

California United Bank

David I. Rainer, President and CEO

(818) 257-7776

Karen Schoenbaum, CFO

(818) 257-7700

press@californiaunitedbank.com