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 Exchange Act Of 1934

Date of report (Date of earliest event reported):
January 28, 2019

Bank of Commerce Holdings

 (Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

	000-25135		94-2823865
(Commission File Number)		IRS Employer Identification No.

555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (800) 421-2575

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

[  ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 28, 2019, the board of directors (the “Board”) of Bank of Commerce Holdings (the “Company”) elected David J. Inderkum to the Board of the Company and to the board of directors of the Company’s wholly owned subsidiary, Redding Bank of Commerce (the “Bank”). Mr. Inderkum was selected as a director pursuant to the Agreement and Plan of Merger by and between the Company and Merchants Holding Company (“Merchants”) providing for the appointment of one member of Merchants’ board of directors to the Board. Mr. Inderkum’s directorship became effective at 11:59 p.m. Pacific Time on January 31, 2019, upon the consummation of the merger of Merchants with and into the Company. He is expected to stand for re-election at the Company's 2019 annual meeting of shareholders. Mr. Inderkum also was appointed to the Long-Range Planning Committee of the Company.

Mr. Inderkum will be compensated for his services as a director consistent with the Company's standard compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s 2018 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2018, which description is incorporated herein by reference.

There are no family relationships between Mr. Inderkum and any other director or executive officer of the Company. There are no transactions in which Mr. Inderkum has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

Item 8.01 – Other Events

On February 1, 2019, the Company announced the completion of the previously announced acquisition of Merchants Holding Company and its wholly owned subsidiary The Merchants National Bank of Sacramento, effective January 31, 2019.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits:

99.1     Press Release dated February 1, 2019.

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.

February 1, 2019
	/s/ Samuel D. Jimenez
	By: Samuel D. Jimenez
	Executive Vice President – Chief Operating Officer

EX-99.1

Exhibit 99.1

For Immediate Release:

Bank of Commerce Holdings Completes Acquisition of Merchants Holding Company and Announces New Director

SACRAMENTO, California, February 1, 2019 / GLOBE NEWSWIRE — Bank of Commerce Holdings (“BOCH”) (NASDAQ: BOCH), the holding company for Redding Bank of Commerce (“RBC”), announced today the successful completion of the previously announced acquisition of Merchants Holding Company (“Merchants”), the parent company of The Merchants National Bank of Sacramento (“Merchants Bank”). The former branches of Merchants Bank are now operating as branches of RBC and increase RBC’s footprint in the vibrant Sacramento market.

“We are excited to welcome the customers, employees, and shareholders of Merchants and will continue to deliver the superior customer service to which they have become accustomed,” said Randall S. Eslick, President and Chief Executive Officer of BOCH. “We’re pleased to be able to complete this transaction in just under four months after announcement and have already made significant progress in integrating the two organizations.”

With the addition of Merchants, on a pro forma combined basis, BOCH would have had total assets of approximately $1.5 billion, total loans outstanding of approximately $1.0 billion and total deposits of approximately $1.3 billion as of December 31, 2018 (unaudited).

In connection with the acquisition, Mr. David J. Inderkum, a director of both Merchants Bank (since 2003) and Merchants (since 2008), has been elected to the boards of directors of both BOCH and RBC. Mr. Inderkum is the owner of Sacramento-based Coast Line Supply and Equipment Company, a provider of winery and beverage supplies and equipment, he is the President/Chairman of the Board of Sportsmen’s Legacy Foundation, and he is an active member of The Sutter Club. “Mr. Inderkum’s business acumen and civic engagement will be valuable assets as a director, and we believe that his skills will complement those of our existing directors very well,” stated Mr. Eslick.

Raymond James & Associates, Inc. served as financial advisor, and Miller Nash Graham & Dunn LLP served as legal counsel to BOCH in the transaction. D.A. Davidson & Co. served as financial advisor, and Lewis Brisbois Bisgaard & Smith LLP served as legal counsel to Merchants in the transaction.

About Bank of Commerce Holdings

BOCH is a bank holding company headquartered in Sacramento, California and is the parent company for RBC which operates under two separate names (Redding Bank of Commerce and Sacramento Bank of Commerce, a division of Redding Bank of Commerce). RBC is an FDIC-insured California banking corporation providing community banking and financial services through twelve locations located in northern California. RBC was incorporated as a California banking corporation on November 25, 1981 and opened for business on October 22, 1982. BOCH’s common stock is listed on the NASDAQ Global Market and trades under the symbol “BOCH.”

Contact Information:

Randall S. Eslick, President and Chief Executive Officer

Telephone Direct (916) 677-5800

James A. Sundquist, Executive Vice President and Chief Financial Officer

Telephone Direct (916) 677-5825

Samuel D. Jimenez, Executive Vice President and Chief Operating Officer

Telephone Direct (530) 722-3952

Andrea M. Newburn, Vice President and Senior Administrative Officer / Corporate Secretary

Telephone Direct (530) 722-3959