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): December 13, 1999



                               SJNB Financial Corp.
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             (Exact name of registrant as specified in its charter)




           California              0-11771                  77-0058227
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 (State or other jurisdiction    (Commission              (I.R.S. Employer
 of incorporation)               File Number)            Identification Number)


             One North Market Street
             San Jose, California                      95113
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             Address of principal executive offices)   (Zip Code)



       Registrant's telephone number, including area code: (408) 947-7562



Item 5.   Other Events.
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     On August  27,  1999,  the  Company,  Saratoga  Bancorp  ("Saratoga"),  and
Saratoga  National Bank ("SNB") entered into a definitive  Agreement and Plan of
Merger (the "Merger Agreement")  pursuant to which all of the outstanding shares
of Saratoga  common stock will be exchanged for shares of the  Company's  Common
Stock  pursuant to a tax-free  exchange (the  "Merger"),  subject to dissenters'
rights under  applicable law. The Merger  Agreement,  which had been approved by
the Board of Directors of both  companies and the Board of Directors of SNB, was
subject to  approval  by the  shareholders  of both  Saratoga  and the  Company,
clearance by regulatory  authorities,  and other terms and conditions  customary
for transactions of this type. The significant terms of the Merger are described
in the Company's Form 8-K filed on September 1, 1999 (No.  000-11771) and in the
Company's  Registration  Statement  on Form S-4 filed on October  14,  1999,  as
amended on October 27, 1999 (No. 333-89013).

     On December  13,  1999,  the  shareholders  of Saratoga  voted to adopt the
Merger  Agreement  and  to  approve  the  Merger.  On  December  13,  1999,  the
shareholders  of the  Company  also voted to adopt the Merger  Agreement  and to
approve the Merger.

     On  November  19,  1999,  the  Office of the  Comptroller  of the  Currency
approved the Merger.  In addition,  all other material  regulatory  approvals or
consents to the Merger have been obtained.

     On the basis of the above  approvals  and  actions,  the parties  currently
expect the Merger to close in or about January 2000.


                                   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 thereunto duly authorized.

Dated:  December 16, 1999

                                   SJNB FINANCIAL CORP.
                                   (Registrant)


                                   By /s/ Eugene E. Blakelsee
                                      -----------------------------------
                                      Eugene E. Blakeslee
                                      Executive Vice President and
                                      Chief Financial Officer