8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 23, 2007

Belvedere SoCal

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

333-141453	20-8356735
(Commission File Number)	(IRS Employer Identification No.)

One Maritime Plaza, Suite 825, San Francisco, CA	94111
(Address of Principal Executive Offices)	(Zip Code)

(415) 434-1236

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed 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:

¨ 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 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 1, 2007, Belvedere SoCal (the “Company”) and Professional Business Bank (“PBB”) entered into an Agreement to Merge and Plan of Reorganization (the “Agreement”), which was amended on April 23 and August 7, 2007, under which PBB would be merged with and into SoCal Interim Bank, the wholly owned subsidiary of the Company, with SoCal Interim Bank as the surviving company.

Pursuant to the terms of the Agreement, the merger was completed as of the close of business on November 23, 2007, and PBB merged with and into the SoCal Interim Bank, with SoCal Interim Bank being the surviving entity. After the closing of the merger, SoCal Interim Bank changed its name to Professional Business Bank.

The transaction is valued at $51 million, including the grant of substitute options for PBB stock. PBB shareholders were given the ability to elect to receive $23.00 per share in cash, 0.87 shares of Company common stock, or a combination of both cash and Company common stock for each share of PBB common stock they owned. This election by the PBB shareholders was subject to the limitation that 47.5% of the outstanding PBB shares be exchanged for Company common stock. The Company is paying approximately $26 million in cash and issuing approximately 886 thousand shares of the Company’s common stock in exchange for all outstanding PBB shares. Cash will be paid in lieu of any fractional shares of the Company’s common stock in an amount based on a price of $23.00 per share of the Company’s common stock. In addition, PBB shareholders receiving shares of Company common stock in the merger and the Company’s largest shareholder, Belvedere Capital Fund II L.P., will receive warrants to purchase shares of Company common stock for $0.01 per share. As a result of the merger, approximately 45 thousand warrants were issued to PBB shareholders and 135 thousand warrants were issued to Belvedere Capital Fund II L.P.

There were no material relationships between PBB, its officers, shareholders or employees and the Company, its subsidiaries, officers, shareholders or employees, other than in respect to the transaction.

A press release announcing the closing of the transaction was issued by Belvedere Capital Fund II L.P. on November 26, 2007, a copy of which is attached hereto as exhibit 99.1.

Section 5 – Corporate Governance and Management.

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

Effective as of the close of business on November 23, 2007, the Board of Directors of the Company appointed William Baribault and Larry Tashjian to the Company’s Board of Directors.

In addition, Alison Davis resigned her title as President, which position was assumed by Jae Lim. Alison Davis retained her title of Chief Executive Officer. Jae Lim resigned his title as Chief Financial Officer, which position was assumed by Michael McCall, who served in that position at PBB and will continue in that role at the surviving bank. Biographical information for Messrs. Lim and McCall is as follows:

Jae H. Lim, Age: 36 Mr. Lim is a Principal of Belevedere Capital LLC, and a Member of Belvedere Capital Partners II LLC. Prior to joining Belvedere, Mr. Lim was with McKinsey and Company in New York and Seoul, Korea, focusing on the financial services sector. Prior to McKinsey, Mr. Lim was an investment banker with Goldman Sachs and Smith Barney where he specialized in financial services, specialty retail and technology sectors. He was also with Transamerica Corporation, as part of a five-person strategy and corporate development group reporting directly to the CEO. Mr. Lim is a member of the Board of Directors of Green Bancorp. Mr. Lim holds an M.B.A. from the University of Chicago and an A.B. in Economics and Political Science from Stanford University.

Michael McCall, Age: 53 Mr. McCall has over 25 years of financial institution leadership experience. Prior to joining Professional Business Bank, Mr. McCall was controller of American Savings Bank, a $20 billion thrift, and of Sanwa Bank of California, a $5 billion bank. He has also held senior finance and accounting positions at Wells Fargo Bank and Security Pacific Bank and was a senior manager in KPMG’s financial institutions audit practice. Mr. McCall is a certified public accountant licensed in the state of California.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements required by this item are incorporated by reference and are included in the Company’s S-4 Registration Statement, originally filed on March 21, 2007, as amended on May 1, August 28, September 21, October 5, and October 11, 2007, registration number 333-141453.

(b) Pro forma financial information required by this item are incorporated by reference and are included in the Company’s S-4 Registration Statement, originally filed on March 21, 2007, as amended on May 1, August 28, September 21, October 5, and October 11, 2007, registration number 333-141453.

(c) Not applicable.

(d) Exhibits.

2	Agreement to Merge and Plan of Reorganization, February 1, 2007 (incorporated by reference from the Company’s Registration Statement on Form S-4 No. 333-141453, previously filed with the SEC).
23.1	Consent of Vavrinek, Trine, Day & Co., LLP
99.1	Press Release dated November 26, 2007

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: November 26, 2007

Belvedere SoCal
By:	/s/ Alison Davis
	Alison Davis Chief Executive Officer (Principal Executive Officer)

Exhibit Index:

23.1	Consent of Vavrinek, Trine, Day & Co., LLP
99.1	Press Release dated November 26, 2007

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in Form 8-K filed with the Securities and Exchange Commission of our Independent Auditors’ Report dated February 16, 2007, except for Note Q, which is dated May 24, 2007, regarding the statements of financial condition of Professional Business Bank as of December 31, 2006 and 2005, the related statements of income, changes in shareholders’ equity, and cash flows for the three years ended December 31, 2006, which were included in the Company’s S-4 Registration Statement, originally filed on March 21, 20007, as amended on May 1, August 28, September 21, October 5, and October 11, 2007, registration number 333-141453.

/s/ Vavrinek, Trine, Day & Co., LLP

Vavrinek, Trine, Day & Co., LLP

Laguna Hills, California

November 26, 2007

EX-99.1

Exhibit 99.1

November 26, 2007

Belvedere Capital and Belvedere SoCal Complete Acquisition of Professional Business Bank

San Francisco—(Business Wire)—Belvedere Capital Fund II L.P., a financial services-focused private equity firm, and Belvedere SoCal jointly announced the completion of the acquisition of Professional Business Bank on Friday, November 23, 2007. Professional Business Bank is now a wholly-owned subsidiary of Belvedere SoCal, a new holding company created by Belvedere Capital to build Southern California’s leading small business-focused community bank.

This transaction and the newly formed holding company are intended to accelerate Professional Business Bank’s growth and create a platform for additional bank acquisitions. Belvedere Capital will assist Professional Business Bank in fulfilling this vision by helping to attract strong commercial loan officers and identifying strategic acquisitions.

“We are excited to finalize the transaction and begin growing our Southern California presence through the addition of talented personnel and new branches,” Alan Lane, Executive Chairman of Belvedere SoCal said. “The Professional Business Bank team has shown a commitment to growth and we are looking forward to working with them to further expand the franchise.”

Belvedere Capital has established itself as one of the leading private equity investors in community banks and related financial services in the U.S. Since 1994, Belvedere Capital has purchased or invested in 17 financial services companies and partnered with management teams to grow strong franchises. Belvedere Capital’s principals have decades of experience investing in and operating financial institutions and will work with Professional Business Bank’s management to enhance growth, operating performance and strategic position.

“Professional Business Bank’s small-business customer base is one of the most attractive in the banking industry. We believe there is a significant opportunity to expand the bank’s footprint through organic growth and additional acquisitions to support the long-term vision,” Alison Davis, Managing Partner of Belvedere Capital said.

Professional Business Bank shareholders who voted were overwhelmingly in favor of the transaction with over 99% of votes cast in favor of the transaction. Professional Business Bank shareholders electing cash in the transaction will be subject to the proration provisions of the merger agreement. Belvedere Capital Fund II L.P. and former shareholders of Professional Business Bank now own approximately 56% and 44% of Belvedere SoCal, respectively.

“We were very pleased with the vote and election response of our shareholders,” Bill Baribault, former Chairman of Professional Business Bank said. “Belvedere Capital will bring additional expertise and capital to support the growth of Professional Business Bank.”

Belvedere SoCal will be traded on the OTC Bulletin Board and its banking subsidiary will continue to operate under the name “Professional Business Bank”.

“Although this transaction will be seamless for our customers, it is the start of a new level of customer service and product offerings that will deepen our customer relationships and commitment to being Southern California’s leading small business-focused bank,” Mr. Lane said.

The board of directors of Belvedere SoCal will be led by Alan Lane (Executive Chairman) and include Alison Davis (Managing Partner of Belvedere Capital), Jae Lim (Principal of Belvedere Capital), Bill Baribault (former Chairman of Professional Business Bank) and Larry Tashjian (former Director of Professional Business Bank).

About Belvedere SoCal

Belvedere SoCal was formed by Belvedere Capital Fund II L.P. to aggregate Southern California community bank franchises for the purpose of building the leading small business-focused community bank in the region. Belvedere SoCal will be publicly traded on the OTC Bulletin Board. Belvedere SoCal is also in the process of completing the previously announced acquisition of Spectrum Bank (Irvine, California) and continuing to negotiate the acquisition of First Heritage Bank, N.A. (Newport Beach, California).

About Belvedere Capital

Belvedere Capital has established itself as one of the leading private equity investors in community banks and related financial services in the U.S. Since 1994, Belvedere Capital has purchased or invested in 17 financial services companies and partnered with strong management teams to build profitable, growing franchises and deliver excellent returns to its investors. Belvedere Capital’s principals have decades of experience investing in and operating financial institutions and will work with the combined company’s management to enhance growth, operating performance and strategic positioning. Based in San Francisco, CA, Belvedere Capital is currently investing its second financial services-focused private equity fund and is targeting growth regions such as Texas, Florida, Georgia, the Pacific Northwest, the Greater Washington D.C. area and California.

About Professional Business Bank

Headquartered in Pasadena, CA, Professional Business Bank was created by business leaders for business leaders. Through its branch network and seasoned personnel, Professional Business Bank offers personal and business deposit and loan relationships. Loans are offered through commercial, construction, real estate, SBA and CalCAP lending officers. Additional information may be found at www.probizbank.com or by calling 626-395-7000.

FORWARD LOOKING STATEMENTS

Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. When used in this release, the words or phrases such as “will likely result in”, “management expects that”, “will continue”, “is anticipated”, “estimate”, “projected”, “believes”, “intends”, or similar expressions, are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers should not place undue reliance on the forward-looking statements, which reflect views only as of the date hereof. Neither Belvedere SoCal, Belvedere Capital, nor Professional Business Bank undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.

Contact

Belvedere Capital LLC

Alison Davis, 415-434-1236

Managing Partner

adavis@belvederecapital.com