BAYCOM CORP
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(Exact name of registrant as specified in its charter)
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California
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001-38483
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37-1849111
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA
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94596
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (925) 476-1800
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Not Applicable
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(Former name or former address, if changed since last report)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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BCML
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The Nasdaq Stock Market LLC
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 8.01. |
Other Events.
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Exhibit
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Agreement and Plan of Merger by and between BayCom Corp and TIG Bancorp dated June 28, 2019 (attached as Exhibit 2.1 to BayCom’s Current
Report on Form 8-K filed on July 1, 2019, and incorporated herein by reference).
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Press Release dated October 21, 2019.
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BAYCOM CORP
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Date:
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October 22, 2019
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By:
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/s/ Keary L. Colwell
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Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer and Corporate Secretary
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This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform
Act of 1995. When used in this communication and in other documents filed with or furnished to the SEC, in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive
officer, the words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous
uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of the proposed merger and all other statements in this communication
other than historical facts constitute forward-looking statements.
In addition to factors disclosed in the BayCom’s SEC reports, important factors that could cause actual results
to differ materially from the results anticipated or projected include, but are not limited to, the following: expected revenues, cost savings, synergies and other benefits from the recent mergers of BayCom with TIG and Uniti Financial
Corporation might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; future
acquisitions by BayCom of other depository institutions or lines of business; changes in general economic conditions and conditions within the securities market; legislative and regulatory changes; fluctuations in interest rates; the risks of
lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; the Company's ability to access cost-effective
funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in the Company's market area; increased competitive pressures; changes in management's business
strategies; and other factors included under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018 and other
documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
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