Current Report Filing (8-k)

Date : 12/20/2018 @ 9:03PM
Source : Edgar (US Regulatory)
Stock : Bank of Commerce Holdings (BOCH)
Quote : 11.26  -0.15 (-1.31%) @ 8:59PM

Current Report Filing (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):
December 20, 2018


Bank of Commerce Holdings

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)





(Commission File Number)


IRS Employer Identification No.


555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)


Registrant's telephone number, including area code: (800) 421-2575


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):


[ ] 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))


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 8.01

Other Events.


On December 20, 2018, Bank of Commerce Holdings (“BOCH”) and Merchants Holding Company (“Merchants”) issued a joint press release announcing that BOCH has received all regulatory approvals required to complete BOCH’s pending acquisition of Merchants (the “Holding Company Merger”) and that on December 20, 2018, Merchants shareholders approved the definitive merger agreement pursuant to which BOCH will acquire Merchants, subject to the terms and conditions set forth therein.


The transaction is expected to close on or about January 31, 2019, subject to customary closing conditions.


A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01

Financial Statements and Exhibits.


(d) Exhibits


99.1      Joint Press Release dated December 20, 2018.




Forward-Looking Statements


This current report on Form 8-K and other documents filed with or furnished to the Securities and Exchange Commission by BOCH contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include but are not limited to statements about future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information, including the potential financial and other benefits of the business combination transaction involving BOCH and Merchants, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected, including but not limited to the risks particular to the proposed transaction, including that the risk that the merger transaction does not close when expected or at all because remaining conditions to closing are not satisfied on a timely basis or at all, or the merger agreement is terminated; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which BOCH and Merchants operate; the ability to promptly and effectively integrate the businesses of Redding Bank of Commerce and The Merchants National Bank of Sacramento; the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. BOCH undertakes no obligation to publicly revise or update its forward-looking statements to reflect events or circumstances that arise after the date made. For more information and for risks applicable to BOCH’s business generally, see the risk factors described in BOCH’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC.







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.


December 20, 2018



/s/ Samuel D. Jimenez


By: Samuel D. Jimenez


Executive Vice President – Chief Operating Officer


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