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): October 10, 2014
CU BANCORP
(Exact name of registrant as specified in its charter)
California | 001-35683 | 90-0779788 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
15821 Ventura Boulevard, Suite 100, Encino, CA | 91436 | |||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: (818) 257-7700
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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)) |
Item 8.01 - Other Events
On October 10, 2014, CU Bancorp issued a press release announcing its 2014 Annual Meeting of Shareholders will be held on Friday, November 14, 2014 at 9:00 a.m. Pacific Time, at the Warner Center Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California 91367. The Board of Directors has fixed the close of business on Wednesday, October 8, 2014, as the record date for the determination of shareholders entitled to notice of and to vote at the 2014 Annual Meeting of Shareholders and any adjournment or postponement thereof. Mailing of the proxy materials for the 2014 Annual Meeting to shareholders of record commenced on October 10, 2014.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained herein, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) | Exhibits |
The following exhibits are filed herewith:
99.1 | Press Release of CU Bancorp, dated October 10, 2014 |
SIGNATURES
Pursuant to the requirement 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.
CU BANCORP | ||||
Dated: October 10, 2014 | By: | /s/ Anita Y. Wolman | ||
Anita Y. Wolman | ||||
Executive Vice President and General Counsel |
EXHIBIT INDEX
Exhibit No. |
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99.1 | Press Release of CU Bancorp, dated October 10, 2014 |
Exhibit 99.1
CU BANCORP ANNOUNCES 2014 ANNUAL SHAREHOLDERS
MEETING DATE AND RECORD DATE
LOS ANGELES, CA, October 10, 2014 CU Bancorp (Nasdaq: CUNB), the parent bank holding company of California United Bank, announced today that its 2014 Annual Meeting of Shareholders will be held on Friday, November 14, 2014 at 9:00 a.m. Pacific Time, at the Warner Center Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California 91367. The Board of Directors has fixed the close of business on Wednesday, October 8, 2014, as the record date for the determination of shareholders entitled to notice of and to vote at the 2014 Annual Meeting of Shareholders and any adjournment or postponement thereof. The 2014 Annual Meeting is being held for the purposes of, among other things, approving the principal terms of a merger agreement pursuant to which CU Bancorp will acquire 1st Enterprise Bank by merging 1st Enterprise Bank with and into California United Bank, with California United Bank surviving the merger, electing directors, approving an amendment to CU Bancorps 2007 Equity and Incentive Plan and ratifying accountants. Mailing of the proxy materials for the 2014 Annual Meeting to shareholders of record will commence today, October 10, 2014.
ABOUT CU BANCORP AND CALIFORNIA UNITED BANK
CU Bancorp is the parent of California United Bank. Founded in 2005, California United Bank provides a full range of financial services, including credit and deposit products, cash management, and internet banking to businesses, non-profits, entrepreneurs, professionals and investors throughout Southern California from offices in the San Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Simi Valley, Los Angeles, South Bay, and Orange County. California United Bank is an SBA Preferred Lender. To view CU Bancorps most recent financial information, please visit the Investor Relations section of the Companys website at www.cubancorp.com. Information on products and services may be obtained by calling (818) 257-7700 or visiting the Banks website at www.cunb.com.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
Investors and security holders are urged to carefully review and consider each of CU Bancorps public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its Proxy Statements, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. The documents filed by CU Bancorp with the SEC may be obtained free of charge at CU Bancorps website at www.cubancorp.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from CU Bancorp by requesting them in writing to CU Bancorp, c/o California United Bank, 15821 Ventura Boulevard, Suite 100, Encino, Calif. 91436; Attention: Corporate Secretary, or by telephone at (818) 257-7791.
CU Bancorp has filed a registration statement with the SEC which was declared effective on October 7, 2014. This registration statement includes the joint proxy statement of CU Bancorp and 1st Enterprise and a prospectus of CU Bancorp. Before making any voting or investment decision, investors and security holders of CU Bancorp and 1st Enterprise Bank are urged to carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. Definitive joint proxy statements/prospectuses are being sent to the shareholders of each institution seeking any required shareholder approvals. Investors and security holders can obtain the registration statement and the joint proxy statement/prospectus free of charge from the SECs website or from CU Bancorp by writing to the address provided in the paragraph above.
CU Bancorp, 1st Enterprise Bank, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from CU Bancorp and 1st Enterprise shareholders in favor of the approval of the transaction. Information about the directors and executive officers of CU Bancorp and their ownership of CU Bancorp common stock is set forth in the proxy statements/prospectuses included with the registration statement filed on Form S-4 with the Securities and Exchange Commission on August 20, 2014, as amended on September 24, 2014 and October 3, 2014. Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available.
CONTACT:
CU Bancorp
David Rainer, CEO
(818) 257-7700
Karen Schoenbaum, CFO
(818) 257-7700
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