8-K 1 d8k.txt FORM 8-K 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 23, 2001 GREATER BAY BANCORP (Exact name of registrant as specified in its charter) California 77-0387041 (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or organization) COMMISSION FILE NUMBER: 0-25034 2860 West Bayshore Road, Palo Alto, California 94303 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 813-8200 ITEM 5. OTHER ITEMS. On October 23, 2001, Greater Bay Bancorp (the "Registrant") completed the acquisition of SJNB Financial Corp. which was accounted for as a pooling-of-interests. Shareholders of SJNB Financial Corp. received 1.82 shares of the Registrant's Common Stock for each outstanding share of SJNB Financial Corp. Common Stock. A total of approximately 6,944,000 shares were issued in the transaction. The supplemental consolidated financial statements filed herewith have been prepared accounting for the merger using the pooling-of-interests method of accounting. Upon publication of the Registrant's financial statements for a period which includes October 23, 2001, these supplemental consolidated financial statements will become the historical financial statements of the Registrant. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. EXHIBITS ------- -------- 23.1 Consent of PricewaterhouseCoopers LLP 99.1 Supplemental Consolidated Financial Statements and Supplementary Data (restated to include SJNB Financial Corp.) For the Years Ended December 31, 2000, 1999, and 1998: Selected Financial Data Management's Discussion and Analysis Supplemental Consolidated Balance Sheets as of December 31, 2000 and 1999 Supplemental Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999, and 1998 Supplemental Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2000, 1999, and 1998 Supplemental Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2000, 1999, and 1998 Notes to Supplemental Consolidated Financial Statements Report of Independent Accountants
2 SIGNATURES IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. GREATER BAY BANCORP (Registrant) By: /s/ Steven C. Smith ------------------- Steven C. Smith Executive Vice President, Chief Administrative Officer and Chief Financial Officer Date: October 25, 2001 3 EXHIBIT INDEX Exhibits. 23.1 Consent of PricewaterhouseCoopers LLP 99.1 Supplemental Consolidated Financial Statements and Supplementary Data (restated to include SJNB Financial Corp.) For the Years Ended December 31, 2000, 1999, and 1998: Selected Financial Data Management's Discussion and Analysis Supplemental Consolidated Balance Sheets as of December 31, 2000 and 1999 Supplemental Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999, and 1998 Supplemental Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2000, 1999, and 1998 Supplemental Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2000, 1999, and 1998 Notes to Supplemental Consolidated Financial Statements Report of Independent Accountants 4