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): May 15, 2009
Bank of Commerce Holdings
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| California
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0-25135
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94-2823865 |
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| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation or organization)
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File
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Identification Number) |
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Number) |
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| 1901 Churn Creek Road |
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| Redding, California
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96002 |
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| (Address of principal
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (530) 772-3955
N/A
(Former Name or Former Address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as
of the latest practicable date. May 14, 2009 8,711,495
Section 1.01 Entry into a Material Definitive Agreement
Bank of Commerce Holdings has agreed to purchase 51% of the stock in Simonich
Corporation d.b.a. BWC Mortgage Services. Simonich Corporation is owned by Scott
Simonich. The agreement is dated May 15, 2009. The total price of the purchase is
$2.5 million, with $1.5 million paid at closing and the additional $1.0 million to
be earned-out over a period of three years based upon delivering an established
level of profits. It is possible to earn out the $1.0 million in a shorter period
of time if the profit levels exceed expectations. 51% of the earnings of the new
company (to be re-branded “Bank of Commerce Mortgage”) is payable to Bank of
Commerce Holdings through quarterly dividends.
Item 9.01 Financial Statements and Exhibits:
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Exhibit 10.26
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Stock Purchase Agreement |
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Exhibit 10.27
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Earn Out Agreement |
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Exhibit 10.28
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Employment Agreement — Scott Simonich |
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