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 27, 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: | ||
| [ ] | 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 5.07. Submission of Matters to a Vote of Security Holders.
On March 27, 2017, Heritage Oaks Bancorp (the “Company”) held a special meeting of shareholders to, among other things, consider and vote upon the merger of the Company with and into Pacific Premier Bancorp, Inc. (“PPBI”), with PPBI surviving the merger. The issued and outstanding shares of stock of the Company entitled to vote at the meeting consisted of 34,223,288 shares of common stock outstanding on the record date, February 23, 2017. The voting results for each proposal considered at the special meeting are as follows: Proposal No. 1: At the special meeting, the Company’s shareholders approved the Agreement and Plan of Reorganization, dated as of December 12, 2016, by and between PPBI and the Company. Proposal No. 2: At the special meeting, the Company’s shareholders approved the advisory (non-binding) proposal on the compensation that may be payable to the Company’s named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable.For Against Abstaining Broker Non-Votes 29,478,182 118,787 27,689 0 For Against Abstaining Broker Non-Votes 28,282,218 1,081,086 261,354 0
Item 8.01. Other Events.
On March 29, 2017, the Company issued a press release announcing the results of the special meeting of shareholders. 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
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 29, 2017 | By: | /s/ Jason Castle |
| Jason Castle | ||
| Executive Vice President, Chief Financial Officer | ||
Exhibit 99.1
Heritage Oaks Bancorp Announces Results of Special Meeting of Shareholders
PASO ROBLES, Calif., March 29, 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 at the Company's special meeting of shareholders, the shareholders of the Company approved the Company's merger with and into Pacific Premier Bancorp, Inc. (“PPBI”), with PPBI surviving the merger.
Shareholders owning a total of 29,624,658 shares of the 34,223,288 shares issued and outstanding on the record date voted at the meeting. A total of 29,478,182 shares representing 86.13% of the total outstanding shares (99.5% of the votes cast) voted in favor of the merger, 118,787 shares voted against the merger and shareholders holding 27,689 shares abstained.
“We are pleased that our shareholders overwhelmingly support the merger with PPBI and what it means for the markets we serve,” said Simone Lagomarsino, President and CEO of the Company. “I look forward to working with PPBI as our two companies combine to create a stronger, market-leading community bank for our customers and employees.”
Subject to customary closing conditions, the merger of the Company with and into PPBI currently is expected to be consummated effective as of April 1, 2017.
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 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