-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjcCfiu1KaaXf7KHuwxzTUGe91yDxaqX9AhFa6zvbj0xSg9E9NiKnd1K78e7y/cd o4BVoZ2b/WhYkCWU9W+k8g== 0001171843-10-000467.txt : 20100325 0001171843-10-000467.hdr.sgml : 20100325 20100324182405 ACCESSION NUMBER: 0001171843-10-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100324 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERITAGE OAKS BANCORP CENTRAL INDEX KEY: 0000921547 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770388249 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25020 FILM NUMBER: 10702786 BUSINESS ADDRESS: STREET 1: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 BUSINESS PHONE: 8052395200 MAIL ADDRESS: STREET 2: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 8-K 1 document.htm FORM 8-K FILING DOCUMENT

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 24, 2010


Heritage Oaks Bancorp
(Exact name of registrant as specified in its charter)

California   000-05020   77-0388249
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


  545 12th Street, Paso Robles, CA   93446  
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   805-369-5200



________________________________________________________________________________
(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:
  [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [ x ] 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))

Item 2.02. Results of Operations and Financial Condition.

On March 24, 2010, the Company issued a release announcing revised results for 2009. The revision for both the quarter and year to date is due solely to accounting rules that apply when material subsequent events take place before the publication of audited financial statements.

A copy of the press release is attached to this 8-K as Exhibit 99.1.

The information contained in this Report on Form 8-K and its exhibit is furnished pursuant to Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated March 24, 2010


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Heritage Oaks Bancorp
(Registrant)

March 24, 2010
(Date)
  /s/ MARGARET TORRES
Margaret Torres
Chief Financial Officer


  Exhibit Index
  99.1 Press release dated March 24, 2010






EX-99.1 2 newsrelease.htm PRESS RELEASE Heritage Oaks Bancorp Reports Subsequent Events Impact to 2009 Earnings

EXHIBIT 99.1

Heritage Oaks Bancorp Reports Subsequent Events Impact to 2009 Earnings

PASO ROBLES, Calif., March 24, 2010 (GLOBE NEWSWIRE) -- Heritage Oaks Bancorp (the "Company") (Nasdaq:HEOP), the parent company of Heritage Oaks Bank (the "Bank"), today reported revised results for the quarter and year-ended December 31, 2009, reflecting a net loss of $3.4 million for the fourth quarter of 2009 or $0.48 per diluted common share.  This compares to the February 1, 2010 previously reported loss of $1.6 million or $0.25 per diluted common share for the same period. For all of 2009, the Company reported a net loss of approximately $7.0 million or $1.04 per diluted common share. This compares to the previously reported loss of $5.2 million or $0.81 per diluted common share for the same period. The increase in loss for both the quarter and year to date is due solely to accounting rules that apply when material subsequent events take place before the publication of audited financial statements. These events included the receipt of updated appraisals and evidence of other material information related to performing and non-performing loans and resulted in an increase to charge offs of approximately $4.5 million and additional loan loss provision of $3.0 million for the fourth quarter of 2009.

According to Lawrence P. Ward, President and Chief Executive Officer, "Significant judgment is required to arrive at conclusions as they pertain to meeting the reporting requirements of the accounting pronouncements that apply to subsequent event reporting. In the course of our analysis, it was determined that certain charge-offs in the amount of approximately $4.5 million that have occurred to date in 2010 due to the receipt of updated information prior to our filing Form 10-K, will be recognized in the financial statements of the fourth quarter of 2009.In conjunction with the charge offs, the Company will make an additional provision in the financial statements for the fourth quarter of 2009 for loan loss in the amount of $3 million. The difference between the amount charged off and the provision is due to the fact that a valuation allowance already existed at December 31, 2009 for certain of the credits that were subsequently charged-off. These charge offs were the result of receiving additional evidence of impairment on loans that were identified as problem credits."  Ward went on to say, "This becomes a timing issue since the Bank had recognized the losses in 2010 upon receipt of additional information."

The Company announced on March 12, 2010 that it closed its previously announced private placement of 52,088 shares of its Series B Mandatorily Convertible Adjustable Cumulative Perpetual Preferred Stock ("Series B Preferred Stock") and 1,189,538 shares of its Series C Convertible Perpetual Preferred Stock, raising gross proceeds of approximately $56.0 million. In addition, approximately $4.0 million was placed in escrow for a second closing of 4,072 shares of Series B Preferred Stock, pending receipt of regulatory approvals required for the particular investor purchasing such shares.

About the Company

Heritage Oaks Bancorp is the holding company for Heritage Oaks Bank which operates as Heritage Oaks Bank and Business First, a division of Heritage Oaks Bank. Heritage Oaks Bank has its headquarters plus one branch office in Paso Robles, two branch offices in San Luis Obispo, single branch offices in Cambria, Arroyo Grande, Atascadero, Templeton, San Miguel and Morro Bay and three branch offices in Santa MariaHeritage Oaks Bank conducts commercial banking business in San Luis Obispo County and Northern Santa Barbara County. The Business First division has two branch offices in Santa Barbara. Visit Heritage Oaks Bancorp on the Web at www.heritageoaksbancorp.com.

The Heritage Oaks Bancorp logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7045

Additional Information

In connection with certain matters related to the Investments, the Company intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement with respect to the Shareholder Approvals.  The Company will mail the definitive proxy statement, when available, to its shareholders. Investors and security holders are urged to read the proxy statement with regards to certain matters related to the transaction described in Item 1.01 when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC's website at www.sec.gov or from the Company's website at www.heritageoaksbancorp.com.

The Company and its directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of certain matters relating to the transaction described in Item 1.01. Investors may obtain additional information regarding the interest of Company's executive officers and directors in the contemplated transaction by reading the proxy statement regarding the matters related to the transaction described in Item 1.01 when it becomes available.

Statements concerning future performance, developments or events, expectations for growth, income forecasts, sales activity for collateral, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to the ongoing financial crisis in the United States and the markets in which the Company operates, and the response of the federal and state government and our regulators thereto, continued growth, the Bank's beliefs as to the adequacy of its existing and anticipated allowances for loan losses, beliefs and expectations regarding actions that may be taken by regulatory authorities having oversight of the Bank's operations, interest rates and financial policies of the United States government, continued weakness in the real estate markets within which we operate and general economic conditions. Additional inform ation on these and other factors that could affect financial results are included in Heritage Oaks Bancorp's Securities and Exchange Commission filings. If any of these risks or uncertainties materialize or if any of the assumptions underlying such forward-looking statements proves to be incorrect, Heritage Oaks Bancorp's results could differ materially from those expressed in, implied or projected by such forward-looking statements. Heritage Oaks Bancorp assumes no obligation to update such forward-looking statements.

CONTACT:  Heritage Oaks Bancorp
          Lawrence P. Ward, CEO
          Margaret Torres, CFO
          805-369-5200
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