false 0001752036 0001752036 2024-07-17 2024-07-17

 

 

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): July 17, 2024

 

 

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

California   001-39242   82-1751097

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

1300 Clay Street, Suite 500  
Oakland, California   94612
(Address of Principal Executive Offices)   (Zip Code)

(510) 457-3737

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock   CALB   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On July 17, 2024, California BanCorp (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals relating to the Company’s proposed merger (the “Merger”) with Southern California Bancorp (“SCB”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024, by and between the Company and SCB (the “Merger Agreement”).

At the Special Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 7, 2024:

1. To approve the principal terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Proposal”); and

2. To approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies to approve the Merger and Merger Agreement (the “Adjournment Proposal”).

As of the close of business on May 31, 2024, the record date for the Special Meeting, there were 8,470,724 outstanding shares of common stock, no par value, of the Company (“Common Stock”), each of which was entitled to cast one vote on each matter properly brought before the Special Meeting. At the Special Meeting, a total of 5,927,222 shares of Common Stock, representing approximately 70.0% of the shares of Common Stock outstanding and entitled to vote, were present either in person or by proxy, constituting a quorum to conduct business.

Voting Results

Proposal 1 – Merger Proposal

The shareholders voted to approve the Merger Proposal. The voting results were as follows:

 

Votes For

   

Votes Against

   

Abstain

5,842,913    82,834    1,475

Proposal 2 – Adjournment Proposal

The shareholders voted to approve the Adjournment Proposal. The voting results were as follows:

 

Votes For

   

Votes Against

   

Abstain

5,772,108    151,079    4,035

 

-2-

Item 8.01

Other Events

On July 18, 2024, the Company and SCB issued a joint press release announcing shareholder approval of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit

No.

   

Description

99.1    Joint Press Release, dated July 18, 2024
104    Cover Page Interactive Data File

FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and statements about the benefits of the proposed Merger, the timing of completion of the Merger, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.

Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to the occurrence of any event, change or other circumstances that could give rise to the right of SCB or the Company to terminate their agreement with respect to the Merger; the outcome of any legal proceedings that may be instituted against SCB or the Company; delays in completing the Merger; the failure to satisfy any of the conditions to the Merger on a timely basis or at all; the ability to complete the Merger and integration of SCB and the Company successfully; costs being greater than anticipated; cost savings being less than anticipated; changes in economic conditions; the risk that the Merger disrupts the business of SCB, the Company or both; difficulties in retaining senior management, employees or customers; the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; and other factors that may affect the future results of SCB and the Company. Additional factors that could cause results to differ materially from those described above can be found in SCB’s Annual Report on Form 10-K for the year ended December 31, 2023 which is on file with the Securities and Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of SCB’s website, www.banksocal.com, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 which is on file with the SEC and is available in the “Investor Relations” section of the Company’s website, www.californiabankofcommerce.com, and in other documents that SCB and the Company file with the SEC. Investors may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SCB nor the Company assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

 

 

-3-

SIGNATURES

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.

 

    CALIFORNIA BANCORP
Date: July 18, 2024     By:  

/s/ THOMAS A. SA

      Thomas A. Sa
      President, Chief Financial Officer and Chief Operating Officer

 

-4-

Exhibit 99.1

 

LOGO         LOGO

SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF SHAREHOLDER APPROVALS FOR MERGER OF EQUALS

San Diego, Calif. and Oakland, Calif., July 18, 2024 – Southern California Bancorp (Nasdaq: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (Nasdaq: CALB), the holding company for California Bank of Commerce, announce that at meetings of their respective shareholders held on July 17, 2024, Southern California Bancorp and California BanCorp shareholders approved the merger of California BanCorp with and into Southern California Bancorp, with Southern California Bancorp the surviving corporation pursuant to the Merger Agreement, dated January 30, 2024, by and between Southern California Bancorp and California BanCorp.

Shareholders of Southern California Bancorp also approved a change of the company’s name from Southern California Bancorp to California BanCorp and an amendment to Southern California Bancorp’s bylaws to change the allowable range of members of the board of directors to seven to 13, from its previous range of six to 11.

“The receipt of shareholder approval marks an important milestone for our merger of equals, and Steve and I are pleased to report that each company’s shareholder base overwhelmingly supported the transaction, which we believe will benefit our shareholders, clients, employees and communities,” said David Rainer, Chairman and CEO of Southern California Bancorp and Bank of Southern California.

“Today’s vote brings us one step closer to creating what we believe will be the premier commercial banking franchise in the state of California,” said Steven Shelton, Chief Executive Officer of California BanCorp. “We appreciate our shareholders’ support for the merger and are excited about our future.”

The merger has received all required regulatory approvals and is expected to close on July 31, 2024.

ABOUT SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN CALIFORNIA, N.A.

Southern California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small- to medium-sized businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties, as well as the Inland Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.banksocal.com.

ABOUT CALIFORNIA BANCORP AND CALIFORNIA BANK OF COMMERCE

California BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses and professionals located throughout Northern California. California BanCorp’s common stock trades on the Nasdaq Global Select marketplace under the symbol CALB. For more information on California BanCorp, please visit our website at www.californiabankofcommerce.com.

 

1

FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and statements about the benefits of the proposed merger (the “Merger”), the timing of completion of the Merger, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.

Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to the occurrence of any event, change or other circumstances that could give rise to the right of Southern California Bancorp (“SCB”) or California BanCorp (“CBC”) to terminate their agreement with respect to the Merger; the outcome of any legal proceedings that may be instituted against SCB or CBC; delays in completing the Merger; the failure to satisfy any of the conditions to the Merger on a timely basis or at all; the ability to complete the Merger and integration of SCB and CBC successfully; costs being greater than anticipated; cost savings being less than anticipated; changes in economic conditions; the risk that the Merger disrupts the business of SCB, CBC or both; difficulties in retaining senior management, employees or customers; the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; and other factors that may affect the future results of SCB and CBC. Additional factors that could cause results to differ materially from those described above can be found in SCB’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the Securities and Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of SCB’s website, www.banksocal.com, in CBC’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the SEC and is available in the “Investor Relations” section of CBC’s website, www.californiabankofcommerce.com, and in other documents that SCB and CBC file with the SEC. Investors may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SCB nor CBC assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

INVESTOR RELATIONS CONTACT

Kevin Mc Cabe

Bank of Southern California

kmccabe@banksocal.com

818.637.7065

 

2

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Jul. 17, 2024
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Document Period End Date Jul. 17, 2024
Entity Registrant Name CALIFORNIA BANCORP
Entity Incorporation State Country Code CA
Entity File Number 001-39242
Entity Tax Identification Number 82-1751097
Entity Address, Address Line One 1300 Clay Street
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Oakland
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