Pacific Mercantile Bancorp 8-k (events Or Changes Between Quarterly Reports) 2009-02-23
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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): February 19, 2009
PACIFIC MERCANTILE BANCORP (Exact n am e of re gistran t as spe cifie d in its ch arte r)
California
0-30777
33-0898238
(State or oth e r jurisdiction of in corporation )
(C om m ission File Nu m be r)
(IRS Em ploye r Ide n tification No.)
949 South Coast Drive, Costa Mesa, California
92626
(Addre ss of prin cipal e xe cu tive office s)
(Zip C ode )
Registrant’s telephone number, including area code: (714) 438-2500 N/A (Form e r n am e or form e r addre ss, if ch an ge d since last re port.)
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))
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Item 7.01
Regulation FD Disclosure
On February 19, 2009, Pacific Mercantile Bancorp issued a press release announcing that it had received preliminary approval from the U.S. Treasury Department to participate in and receive a capital investment of up to $25.5 million from the U.S. Treasury in its Capital Purchase Program under the Troubled Asset Relief Program (TARP). Under the Program, healthy domestic banking and other financial institutions meeting required capital adequacy standards, such as the Company, have the opportunity to sell preferred stock to the U.S. Treasury, together with stock purchase warrants that would entitle the Treasury to purchase additional shares of preferred stock, in exchange for the infusion of additional capital in the institution. Attached as Exhibit 99.1 to this Report is a copy of that press release, which qualifies in its entirety the foregoing summary of that press release. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being furnished pursuant to Item 7.01 above. Exh ibit No.
99.1
De scription
Press Release issued February 19, 2009, announcing receipt of preliminary approval for the Company to receive a capital investment of up to $25.5 million in the U.S. Treasury’s Capital Purchase Program under TARP. 2
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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. PACIFIC MERCANTILE BANCORP Date: February 23, 2009
By: /s/ NANCY GRAY Nancy Gray, Chief Financial Officer S-1
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INDEX TO EXHIBITS Exh ibit No.
99.1
De scription
Press Release issued February 19, 2009, announcing receipt of preliminary approval for the Company to receive a capital investment of up to $25.5 million in the U.S. Treasury’s Capital Purchase Program under TARP. E-1 Exhibit 99.1 LOGO
949 South Coast Drive, Third Floor Costa Mesa, CA 92626 Member FDIC Equal Housing Lender Barbara Palermo, EVP, 714-438-2500
FOR IMMEDIATE RELEASE For more information contact: Nancy Gray, Sr. EVP & CFO, 714-438-2500
PACIFIC MERCANTILE BANCORP RECEIVES PRELIMINARY APPROVAL TO RECEIVE UP TO A $25.5 MILLION INVESTMENT UNDER THE U.S. TREASURY’S CAPITAL PURCHASE PROGRAM COSTA MESA, Calif. — (BUSINESS WIRE) – February 19, 2009 — Pacific Mercantile Bancorp (NASDAQ: PMBC), today announced that it has received preliminary approval from the U.S. Treasury Department to take part in the U.S. Treasury’s Capital Purchase Program under TARP. As a result, Pacific Mercantile Bancorp is eligible to obtain a capital investment of up to $25.5 million from the U.S. Treasury. The purpose of the Capital Purchase Program is to encourage and provide support for U.S. financial institutions to increase the flow of capital and financing to U.S. businesses and consumers in an effort to stimulate the U.S. economy. Under the Program, healthy U.S. financial institutions meeting required capital adequacy standards, such as the Company, have the opportunity to sell preferred stock to the U.S. Treasury, together with stock purchase warrants that would entitle the Treasury to purchase additional shares of preferred stock, in exchange for the infusion of additional capital in the institution. Raymond E. Dellerba, President and CEO of the Company stated, “Pacific Mercantile Bank is a well-capitalized financial institution under bank regulatory guidelines and does not have an immediate need for the additional capital that it is eligible to obtain under the Capital Purchase Program. As a result, now that we have received preliminary approval to participate in the Capital Purchase Program, our Board of Directors will update and complete its earlier review and analysis to determine whether the expense and changing requirements of this Program are consistent with Pacific Mercantile Bancorp’s longer term strategic objectives and whether participation in the Program would be in the best interests of our shareholders.” About Pacific Mercantile Bancorp and Pacific Mercantile Bank Pacific Mercantile Bancorp is the parent holding company of Pacific Mercantile Bank, which opened for business March 1, 1999. The Bank is an FDIC insured, California state-chartered bank and a member of the Federal Reserve System and provides a wide range of commercial banking services to businesses, business professionals and individual clients through its combination of traditional banking financial centers and comprehensive, sophisticated electronic banking services delivered via its Internet Bank. The Bank operates a total of eight financial centers in Southern California, four of which are located in Orange County, two of which are located in Los Angeles County, one of which is located in San Diego County and the other of which is located in the Inland Empire in San Bernardino County. The four Orange County financial centers are located, respectively, in the cities of Newport Beach, Costa Mesa (which is visible from the 405 and 73 Freeways), La Habra and San Juan Capistrano (which is our South County financial center that is visible from the Interstate 5 Freeway). Our two financial centers in Los Angeles County are located, respectively, in the cities of Beverly Hills and Long Beach. Our San Diego financial center is located in La Jolla and our Inland Empire financial center is located in the city of Ontario, visible from the Interstate 10 Freeway. In addition to the Bank’s physical locations, it offers comprehensive banking services over its Internet Bank, which is accessible 24/7 worldwide at www.pmbank.com. (End)
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): February 19, 2009
PACIFIC MERCANTILE BANCORP (Exact n am e of re gistran t as spe cifie d in its ch arte r)
California
0-30777
33-0898238
(State or oth e r jurisdiction of in corporation )
(C om m ission File Nu m be r)
(IRS Em ploye r Ide n tification No.)
949 South Coast Drive, Costa Mesa, California
92626
(Addre ss of prin cipal e xe cu tive office s)
(Zip C ode )
Registrant’s telephone number, including area code: (714) 438-2500 N/A (Form e r n am e or form e r addre ss, if ch an ge d since last re port.)
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))
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Item 7.01
Regulation FD Disclosure
On February 19, 2009, Pacific Mercantile Bancorp issued a press release announcing that it had received preliminary approval from the U.S. Treasury Department to participate in and receive a capital investment of up to $25.5 million from the U.S. Treasury in its Capital Purchase Program under the Troubled Asset Relief Program (TARP). Under the Program, healthy domestic banking and other financial institutions meeting required capital adequacy standards, such as the Company, have the opportunity to sell preferred stock to the U.S. Treasury, together with stock purchase warrants that would entitle the Treasury to purchase additional shares of preferred stock, in exchange for the infusion of additional capital in the institution. Attached as Exhibit 99.1 to this Report is a copy of that press release, which qualifies in its entirety the foregoing summary of that press release. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being furnished pursuant to Item 7.01 above. Exh ibit No.
99.1
De scription
Press Release issued February 19, 2009, announcing receipt of preliminary approval for the Company to receive a capital investment of up to $25.5 million in the U.S. Treasury’s Capital Purchase Program under TARP. 2
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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. PACIFIC MERCANTILE BANCORP Date: February 23, 2009
By: /s/ NANCY GRAY Nancy Gray, Chief Financial Officer S-1
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INDEX TO EXHIBITS Exh ibit No.
99.1
De scription
Press Release issued February 19, 2009, announcing receipt of preliminary approval for the Company to receive a capital investment of up to $25.5 million in the U.S. Treasury’s Capital Purchase Program under TARP. E-1 Exhibit 99.1 LOGO
949 South Coast Drive, Third Floor Costa Mesa, CA 92626 Member FDIC Equal Housing Lender Barbara Palermo, EVP, 714-438-2500
FOR IMMEDIATE RELEASE For more information contact: Nancy Gray, Sr. EVP & CFO, 714-438-2500
PACIFIC MERCANTILE BANCORP RECEIVES PRELIMINARY APPROVAL TO RECEIVE UP TO A $25.5 MILLION INVESTMENT UNDER THE U.S. TREASURY’S CAPITAL PURCHASE PROGRAM COSTA MESA, Calif. — (BUSINESS WIRE) – February 19, 2009 — Pacific Mercantile Bancorp (NASDAQ: PMBC), today announced that it has received preliminary approval from the U.S. Treasury Department to take part in the U.S. Treasury’s Capital Purchase Program under TARP. As a result, Pacific Mercantile Bancorp is eligible to obtain a capital investment of up to $25.5 million from the U.S. Treasury. The purpose of the Capital Purchase Program is to encourage and provide support for U.S. financial institutions to increase the flow of capital and financing to U.S. businesses and consumers in an effort to stimulate the U.S. economy. Under the Program, healthy U.S. financial institutions meeting required capital adequacy standards, such as the Company, have the opportunity to sell preferred stock to the U.S. Treasury, together with stock purchase warrants that would entitle the Treasury to purchase additional shares of preferred stock, in exchange for the infusion of additional capital in the institution. Raymond E. Dellerba, President and CEO of the Company stated, “Pacific Mercantile Bank is a well-capitalized financial institution under bank regulatory guidelines and does not have an immediate need for the additional capital that it is eligible to obtain under the Capital Purchase Program. As a result, now that we have received preliminary approval to participate in the Capital Purchase Program, our Board of Directors will update and complete its earlier review and analysis to determine whether the expense and changing requirements of this Program are consistent with Pacific Mercantile Bancorp’s longer term strategic objectives and whether participation in the Program would be in the best interests of our shareholders.” About Pacific Mercantile Bancorp and Pacific Mercantile Bank Pacific Mercantile Bancorp is the parent holding company of Pacific Mercantile Bank, which opened for business March 1, 1999. The Bank is an FDIC insured, California state-chartered bank and a member of the Federal Reserve System and provides a wide range of commercial banking services to businesses, business professionals and individual clients through its combination of traditional banking financial centers and comprehensive, sophisticated electronic banking services delivered via its Internet Bank. The Bank operates a total of eight financial centers in Southern California, four of which are located in Orange County, two of which are located in Los Angeles County, one of which is located in San Diego County and the other of which is located in the Inland Empire in San Bernardino County. The four Orange County financial centers are located, respectively, in the cities of Newport Beach, Costa Mesa (which is visible from the 405 and 73 Freeways), La Habra and San Juan Capistrano (which is our South County financial center that is visible from the Interstate 5 Freeway). Our two financial centers in Los Angeles County are located, respectively, in the cities of Beverly Hills and Long Beach. Our San Diego financial center is located in La Jolla and our Inland Empire financial center is located in the city of Ontario, visible from the Interstate 10 Freeway. In addition to the Bank’s physical locations, it offers comprehensive banking services over its Internet Bank, which is accessible 24/7 worldwide at www.pmbank.com. (End)
