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): March 28, 2017

Heritage Oaks Bancorp

(Exact Name of Registrant as Specified in Charter)

CALIFORNIA	000-25020	77-0388249
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1222 Vine Street, Paso Robles, CA 93446

(Address of Principal Executive Offices) (Zip Code)

805-369-5200
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Heritage Oaks Bancorp (the “Company”) today announced that it intends to delist its common stock from The NASDAQ Capital Market in connection with the pending merger of the Company with and into Pacific Premier Bancorp, Inc. (“PPBI), with PPBI surviving the merger. The merger is expected to be completed on April 1, 2017, subject to satisfaction of certain conditions contained in the merger agreement.

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and The NASDAQ Stock Market (“NASDAQ”), the Company has provided written notice to NASDAQ of its intent to delist. The Company has requested that NASDAQ file a Form 25 with the SEC upon completion of the merger to effect the delisting.

Provided that the requirements for deregistration are met, in due course the Company intends to file a Form 15 with the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Company’s shares of common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of the Company to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15.

Item 8.01. Other Events.

On March 28, 2017, the Company issued a press release announcing its voluntary delisting from The NASDAQ Capital Market. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

99.1 Press release, dated March 28, 2017.

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SIGNATURE

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.

	Heritage Oaks Bancorp
Date: March 28, 2017	By:	/s/ Jason Castle
		Jason Castle
		Executive Vice President, Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

Heritage Oaks Bancorp Announces Voluntary Delisting from NASDAQ

PASO ROBLES, Calif., March 28, 2017 (GLOBE NEWSWIRE) — Heritage Oaks Bancorp (the “Company”) (Nasdaq: HEOP), a bank holding company and the parent of Heritage Oaks Bank (“Bank”), announced today that it has notified The NASDAQ Stock Market (“NASDAQ”) of its intent to delist its common stock from The NASDAQ Capital Market following the anticipated completion of the merger of the Company into Pacific Premier Bancorp, Inc. (“PPBI). As a result of the merger, the Company will be merged with and into PPBI with PPBI surviving the merger. The Company has requested that NASDAQ file with the SEC a Form 25 relating to the delisting of the Company’s common stock from NASDAQ.

ABOUT HERITAGE OAKS BANCORP

With $2.0 billion in assets, Heritage Oaks Bancorp is headquartered in Paso Robles, California and is the holding company for Heritage Oaks Bank. Heritage Oaks Bank operates two branch offices each in Paso Robles and San Luis Obispo; single branch offices in Atascadero, Templeton, Cambria, Morro Bay, Arroyo Grande, Santa Maria, Goleta and Santa Barbara; as well as a single loan production office in Ventura/Oxnard. Heritage Oaks Bank conducts commercial banking business in San Luis Obispo, Santa Barbara, and Ventura counties.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the “Act”). Statements concerning future performance, developments or events, management’s expectations for growth, income forecasts, sales activity for collateral, and any other guidance on future periods, constitute forward-looking statements within the meaning of the Act and are subject to a number of risks and uncertainties. Actual results may differ materially from expectations expressed in any forward-looking statements as a result of such risks and uncertainties. Specific risks and uncertainties include, but are not limited to: our ability to complete the proposed merger with Pacific Premier Bancorp, Inc. (“PPBI”) in a timely manner, if at all, and the possibility that the anticipated benefits of the merger with PPBI are not realized when expected or at all; renewed softness in the overall economy, including the California real estate market; the effect of the current low interest rate environment or changes in interest rates on our net interest margin; changes in the Company’s business strategy or development plans; our ability to attract and retain qualified employees; a failure or breach of our operational security systems or infrastructure or those of our customers, our third party vendors or other service providers, including as a result of a cyber-attack; any compromise in the secured transmission of confidential information over public networks; environmental conditions, including the prolonged drought in California, natural disasters such as earthquakes, landslides, and wildfires that may disrupt business, impede operations, or negatively impact the ability of certain borrowers to repay their loans and/or the values of collateral securing loans; the possibility of an unfavorable ruling in a legal matter, and the potential impact that it may have on earnings, reputation, or the Bank’s operations; and the other risks set forth in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”). Additional information on these and other risks and uncertainties that could affect our business, operations and financial results are included in the Company’s SEC filings. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements prove to be incorrect, the Company’s results could differ materially and adversely from those expressed in, implied or projected by such forward-looking statements. The Company and the Bank assume no obligation to update such forward-looking statements and expressly disclaim any intent to do the same.

CONTACT

Simone Lagomarsino, President & Chief Executive Officer

1222 Vine Street

Paso Robles, California 93446

805.369.5260

slagomarsino@heritageoaksbank.com

Jason Castle, Executive Vice President &Chief Financial Officer

1222 Vine Street

Paso Robles, California 93446

805.369.5294

jcastle@heritageoaksbank.com