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EX-23 - EX-23 - HERITAGE OAKS BANCORPa14-12352_1ex23.htm
EX-99.2 - EX-99.2 - HERITAGE OAKS BANCORPa14-12352_1ex99d2.htm
EX-99.1 - EX-99.1 - HERITAGE OAKS BANCORPa14-12352_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K/A

 


 

GRAPHIC

 

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 28, 2014

 


 

Heritage Oaks Bancorp

(Exact Name of Registrant as Specified in Its Charter)

 

California

(State or Other Jurisdiction of Incorporation)

 

000-25020

 

77-0388249

(Commission File Number)

 

(IRS Employer Identification No.)

 

1222 Vine Street, Paso Robles CA

 

93446

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 369-5200

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Explanatory Note

 

On March 6, 2014, Heritage Oaks Bancorp (the “Company”) filed a Current Report on Form 8-K to report under Item 2.01 the completion of its previously announced merger with Mission Community Bancorp (“MISN”), pursuant to an Agreement and Plan of Merger dated October 21, 2013.  In that filing, the Company indicated under Item 9.01 that it would amend the Form 8-K at a later date to include the financial information required by Item 9.01 of Form 8-K. This amendment is being filed to provide such financial information.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)         Financial statements of businesses acquired

 

The audited financial statements of Mission Community Bancorp and Subsidiaries as of December 31, 2013 and for each of the years in the two-year period ended December 31, 2013 are filed as Exhibit 99.1.

 

(b)         Pro forma financial information

 

The required unaudited pro forma combined condensed consolidated statement of financial condition as of December 31, 2013 and the unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2013 are filed as Exhibit 99.2.  The pro forma data is presented for comparative purposes only and is not necessarily indicative of the future financial position or results of operations of the combined company.

 

(c)          Exhibits

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

23

 

Consent of Independent Registered Public Accounting Firm — McGladrey LLP

 

 

 

99.1

 

Audited financial statements of Mission Community Bancorp and Subsidiaries as of December 31, 2013 and for each of the years in the two-year period ended December 31, 2013 (filed herewith)

 

 

 

99.2

 

Unaudited pro forma combined condensed consolidated statement of financial condition as of December 31, 2013 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2013 (filed herewith)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 14, 2014

 

 

Heritage Oaks Bancorp

 

 

 

 

 

By:

/s/ Lonny D. Robinson

 

Lonny D. Robinson

 

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

 

2