Prospectus - HERITAGE OAKS BANCORP - 9/21/2007 - HERITAGE OAKS BANCORP - 9-21-2007
Shared by: HEOP-Agreements
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 20, 2007 Heritage Oaks Bancorp (Exact Name of Registrant as Specified in Its Charter) California (State or Other Jurisdiction 000-05020 (Commission File Number) 545 12 th Street, Paso Robles CA (Address of Principal Executive Offices) (805) 239-5200 ( Registrant’s Telephone Number, Including Area Code) of Incorporation) 77-0388249 (IRS Employer Identification No.) 93446 (Zip 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 ( 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)) ITEM 8.01 - OTHER EVENTS The Board of Directors of Heritage Oaks Bancorp (NASDAQ: HEOP) the holding company for Heritage Oaks Bank , announced today that on September 20, 2007, it has completed a private placement of trust preferred securities in the amount of $5.0 million. A copy of the press release is attached hereto as Exhibit 99.1. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 - Financial Statements and Exhibits. (d) Exhibits Description 99.1 Press Release dated September 20, 2007. 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. Date: September 21, 2007 Heritage Oaks Bancorp By: /s/ Margaret Torres Margaret Torres Executive Vice President and Chief Financial Officer Exhibit No. 99 EXHIBIT INDEX Exhibit Number 99.1 Press Release dated September 20, 2007 Description Exhibit 99.1 NEWS RELEASE Contacts: Lawrence P. Ward, CEO Margaret Torres, CFO 805-369-5200 Heritage Oaks Bancorp Sells $5.0 Million of Trust Preferred Securities Paso Robles, CA - The Board of Directors of Heritage Oaks Bancorp (“Heritage Oaks”) (NASDAQ: HEOP) the holding company for Heritage Oaks Bank (the “Bank”), announced today that on September 20, 2007, it has completed a private placement of trust preferred securities in the amount of $5.0 million. The securities were issued by a special purpose business trust formed by Heritage Oaks and were sold to a pooled investment vehicle sponsored by Keefe, Bruyette & Woods (KBW) in a private transaction. The securities were sold pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act. KBW assisted Heritage Oaks in the placement of the trust preferred securities. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The $5.0 million in trust preferred securities have a fixed rate of interest for five years of 6.888%, equal to 3-month LIBOR plus 2.00%. Heritage Oaks intends to use the proceeds from the sale of the securities for general corporate purposes and expects the securities to qualify as Tier 1 capital for regulatory purposes. Heritage Oaks Bancorp is the holding company for Heritage Oaks Bank. Heritage Oaks Bank has its headquarters plus one branch office in Paso Robles, two branch offices in San Luis Obispo, single branch offices in Cambria, Arroyo Grande, Atascadero, Templeton and Morro Bay and three branch offices in Santa Maria. Heritage conducts commercial banking business in San Luis Obispo County and Santa Barbara County. Visit Heritage Oaks Bancorp on the Web at www.heritageoaksbancorp.com . Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, increased profitability, continued growth, the Bank’s beliefs as to the adequacy of its existing and anticipated allowances for loan losses, beliefs and expectations regarding actions that may be taken by regulatory authorities having oversight of the Bank’s operations, interest rates and financial policies of the United States government, general economic conditions and California’s energy crisis. Additional information on these and other factors that could affect financial results are included in the Company’s Securities and Exchange Commission filings. When used in this release, the words or phrases such as "will likely result in", "management expects that", "will continue", "is anticipated", "estimate", "projected", or similar expressions, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. This statement is included for the express purpose of protecting Heritage Oaks Bancorp within PSLRA's safe harbor provisions. This News Release may be deemed to be solicitation material in respect of the proposed transaction between Heritage Oaks Bancorp and Business First National Bank pursuant to an Agreement to Merge and Plan of Reorganization, dated as of May 29, 2007 by and among Heritage Oaks Bancorp and Business First National Bank (the “Agreement”). Filing of this News Release is being made in connection with Rule 165 and 425 promulgated by the Securities and Exchange Commission (“SEC”). In connection with the proposed transaction, Heritage Oaks Bancorp will file with the SEC a registration statement on SEC Form S-4. The registration statement will contain a proxy statement/prospectus which will describe the proposed transaction and its proposed terms and conditions. Shareholders are encouraged to read the registration material and proxy statement/prospectus before making any voting or investment decisions because these documents will contain important information about the transaction. A definitive proxy statement will be sent to the shareholders of Business First National Bank seeking required shareholder approval. A copy of the Agreement was filed with the SEC as an exhibit to Heritage Oaks Bancorp’s 8-K, a separate filing from the Form S-4. The registration statement, the Form 8-K and all other documents filed with the SEC in connection with the transaction will be available for free when filed, both on the SEC’s web-site (www.sec.gov) or by contacting Tana Eade, Vice President and Investor Relations Officer, Heritage Oaks Bancorp, 545 Twelfth Street, Paso Robles, California 93446. Additionally, all forms filed with the SEC and additional shareholder information is available free of charge on Heritage Oaks Bancorp’s web-site: www.heritageoaksbancorp.com. Heritage Oaks Bancorp posts these reports to its web-site as soon as reasonably practicable after filing them with the SEC. None of the information on or hyper-linked from Heritage Oaks Bancorp’s web-site is incorporated into this press release. NOTE: Transmitted on Prime Newswire on September 20, 2007, at 3:30 a.m. PDT.
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