Current Report Filing (8-k)
October 02 2017 - 1:08PM
Edgar (US Regulatory)
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)
October
1, 2017
SIERRA BANCORP
(Exact
name of registrant as specified in its charter)
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California
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000-33063
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33-0937517
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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86 North Main Street,
Porterville, CA 93257
(Registrants telephone number, including area code) (559)
782-4900
Not Applicable
(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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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. ☐
On October 1, 2017, the transactions contemplated under that certain
Agreement and Plan of Reorganization and Merger dated April 24, 2017 by and between the Company and OCB Bancorp (the Merger Agreement) were consummated. A copy of the Merger Agreement was filed as an exhibit to the Companys
Form
8-K
filed on April 24, 2017.
Subject to the terms and conditions of the Merger
Agreement, OCB Bancorp was merged with and into Sierra Bancorp, with Sierra Bancorp being the surviving corporation (the Merger). At the effective time of the Merger, each outstanding share of OCB Bancorp common stock, other than any
shares dissenting from the Merger, was converted into the right to receive 0.55511 shares of Sierra Bancorp common stock, for an aggregate merger consideration valued at approximately $35.8 million in exchange for all of the issued and
outstanding shares of OCB Bancorp, based on a volume-weighted average price of $25.20 per Sierra Bancorp share. Immediately following the Merger, Ojai Community Bank, the wholly-owned subsidiary of OCB Bancorp, was merged with and into Bank of the
Sierra, the wholly-owned subsidiary of the Company, with Bank of the Sierra being the surviving bank.
A press release with respect to the
consummation of the transactions contemplated by the Merger Agreement was issued on October 2, 2017, a copy of which is included as Exhibit 99.1 hereto.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
The information required
to be furnished pursuant to this item is set forth in the Exhibit Index which appears below, immediately before the signatures.
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press release issued by Sierra Bancorp dated October 2, 2017
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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.
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Dated: October 2, 2017
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SIERRA BANCORP
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By:
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/s/
Kenneth R. Taylor
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Kenneth R. Taylor
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Executive Vice President &
Chief
Financial Officer
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3
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