0001171843-15-000121.txt : 20150107 0001171843-15-000121.hdr.sgml : 20150107 20150107080117 ACCESSION NUMBER: 0001171843-15-000121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150105 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150107 DATE AS OF CHANGE: 20150107 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: 15512086 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) January 5, 2015


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

California
(State or other jurisdiction of incorporation)

000-25020 77-0388249
(Commission File Number) (IRS Employer Identification No.)


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:
  [   ] 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))

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

Heritage Oaks Bancorp (Nasdaq: HEOP) announced the appointment of Rick C. Arredondo (58) as President and Chief Banking Officer of Heritage Oaks Bank ("Bank"), the Company's wholly-owned subsidiary. Arredondo joined Heritage Oaks Bank on January 5, 2015. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

The Chief Banking Officer is a newly created position that reports directly to Simone Lagomarsino, President and CEO of the Company. Lagomarsino will remain the Bank's CEO. Arredondo will lead the Bank's customer-facing functions, including consumer and business banking, mortgage and marketing. He has more than 40 years of commercial and retail banking experience.

Prior to joining the Bank, Arredondo worked for Rabobank California, Roseville, CA for over nine years, last serving as President and Chief Operating Officer. Prior to Rabobank, Arredondo served as Executive Vice President and Chief Operating Officer at Mellon 1st Business Bank, Los Angeles, CA. He also held management positions at Santa Monica Bank and Bank of America.

The terms of Mr. Arredondo's at will employment arrangement with the Bank provide that he will: (i) earn an initial annual salary of $300,000, (ii) receive a sign on bonus of $40,000 subject to certain conditions; (iii) receive (subject to board approval) a restricted stock grant with a fair value up to $60,000 and a five-year vesting schedule, vesting 33.33% at the end of years 3, 4 and 5; (iv) receive (subject to board approval) incentive stock options with a fair value up to $40,000 and a four-year vesting schedule; (v) be eligible to participate in the Bank's incentive compensation plan at a pro-rated target of 38.5% of base, (vi) be eligible to participate in the Bank's 401(k) Plan, (vii) receive an auto allowance of $1,000 per month, and (viii) be eligible to participate in the Bank's other general employee benefits available to Company and Bank employees. In addition, upon completion of his first 90 days of employment and subject to board approval, Mr. Arredondo will be provided an agreement which will provide a payout equal to 18 month's salary in the event of a change in control.

Item 9.01. Financial Statements and Exhibits.

99.1 Press release dated January 6, 2015.


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


Date: January 6, 2015
  By: /s/ LONNY D. ROBINSON
Lonny D. Robinson
Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number


Description

99.1


Press release dated January 6, 2015.

EX-99 2 newsrelease.htm PRESS RELEASE Heritage Oaks Bancorp Announces That Rick C. Arredondo Has Joined Heritage Oaks Bank as the President and Chief Banking Officer

EXHIBIT 99.1

Heritage Oaks Bancorp Announces That Rick C. Arredondo Has Joined Heritage Oaks Bank as the President and Chief Banking Officer

PASO ROBLES, Calif., Jan. 6, 2015 (GLOBE NEWSWIRE) -- Simone F. Lagomarsino, President and CEO of Heritage Oaks Bancorp (Nasdaq:HEOP), announced the appointment of Rick C. Arredondo as President and Chief Banking Officer of Heritage Oaks Bank. Arredondo joined Heritage Oaks Bank on January 5, 2015.

"We are very pleased to have someone with Rick's extensive banking experience join our company," said Lagomarsino. "He has the strong banking background and leadership qualities that are important to us. He is a fantastic addition to our executive management team."

The Chief Banking Officer is a newly created position that reports directly to Lagomarsino who will remain the Bank's CEO. Arredondo will lead the Bank's customer-facing functions, including consumer and business banking, mortgage and marketing. He has more than 40 years of commercial and retail banking experience.

Arredondo has been involved in all aspects of banking including customer acquisition, lending functions, deposit operations, treasury/cash management services, and mortgage sales and servicing. Arredondo will serve as a key member of the Heritage Oaks Bank executive team. Prior to joining Heritage Oaks Bank, he served as President and Chief Operating Officer at Rabobank California in Roseville, California overseeing a network of more than 120 branches. Prior to this position, Arredondo served as Executive Vice President and Chief Operating Officer at Mellon 1st Business Bank in Los Angeles. He also held management positions at Santa Monica Bank and Bank of America.

About Heritage Oaks Bancorp

With $1.7 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 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 the counties of San Luis Obispo, Santa Barbara, and Ventura. Visit Heritage Oaks Bancorp on the Web at www.heritageoaksbancorp.com. By including the foregoing website address, Heritage Oaks Bancorp does not intend to, and shall not be deemed to, incorporate by reference any material contained therein.

Forward Looking Statements

This press release contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward looking statements to be covered by the safe harbor provisions for forward looking statements. All statements other than statements of historical fact are "forward looking statements" for purposes of federal and state securities laws, including, but not limited to, statements about financial position and liquidity, capital and financing needs, plans and objectives of management for future operations, and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as "will likely result," "aims," "anticipates," "believes," "could," "estimates," "expects," "hopes," "intends," "may," "plans," "projects," "seeks," "should," "will," and variations of these words and similar expressions are intended to help identify forward-looking statements. Forward looking statements are based on the Company's current expectations and assumptions regarding its business, the regulatory environment, the economy and other future conditions. Forward looking statements are subject to a number of risks and uncertainties that could cause the Company's actual results to differ materially and adversely from those contemplated by the forward looking statements. The Company cautions you against relying on any of these forward looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward looking statements, include the following: uncertainty as to whether the financial crisis in the United States has fully been resolved, including continuing relative softness in the California real estate market, and the response of federal and state government and our banking regulators thereto; changes in the Company's business strategy or development plans; the Company's ability to effectively integrate its merger with Mission Community Bancorp into its business; the threat and impact of cyber-attacks on our and our third party vendors information technology infrastructure; 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 possibility that any expansionary activities will be impeded while the FDIC's and CA DBO's joint Consent Order remains outstanding, and that we will be unable to comply with the requirements set forth in the Consent Order, which could result in restrictions on our operations.

Additional information on these risks and other factors that could affect operating results and financial condition are detailed in reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent Quarterly Report on Form 10-Q, filed by the Company with the U.S. Securities and Exchange Commission on March 4, 2014 and October 31, 2014, respectively.

Forward looking statements speak only as of the date they are made, and the Company does not undertake to update forward looking statements to reflect circumstances or events that occur after the date the forward looking statements are made, whether as a result of new information, future developments or otherwise, and specifically disclaims any obligation to revise or update such forward looking statements for any reason, except as may be required by law.

CONTACT: Simone Lagomarsino, President
         & Chief Executive Officer
         1222 Vine Street
         Paso Robles, CA  93401
         805.369.5260
         slagomarsino@heritageoaksbank.com
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