sc13d

0000950148-07-000073.txt : 20070403 0000950148-07-000073.hdr.sgml : 20070403 20070403165713 ACCESSION NUMBER: 0000950148-07-000073 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 GROUP MEMBERS: ERI NAMVAR GROUP MEMBERS: SECURITY PACIFIC BANCORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PREMIER BANCORP INC CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51195 FILM NUMBER: 07745197 BUSINESS ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FLOOR CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 714-431-4000 MAIL ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FL CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Security Pacific Bancorp CENTRAL INDEX KEY: 0001094080 IRS NUMBER: 330874002 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BOULEVARD, SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-622-7654 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BOULEVARD, SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK BANCORP USA DATE OF NAME CHANGE: 19990830 SC 13D 1 v28952sc13d.htm SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)

Under the Securities Exchange Act of 1934
(Amendment No. )*

PACIFIC PREMIER BANCORP, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

69478X105

(CUSIP Number)


Fred D. Jensen		copy to:
Security Pacific Bancorp		Afshin Hakim, Esq.
12121 Wilshire Boulevard, Suite 1400		Namco Capital Group, Inc.
Los Angeles, CA 90025		12121 Wilshire Blvd., Suite 1400
(310) 622-7654		Los Angeles, CA 90025
		(310) 207-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.23d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Common Stock – CUSIP No.		69478X105

NAMES OF REPORTING PERSONS:

Security Pacific Bancorp

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

FEIN: 33-0874002

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

California

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,166,400**

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,166,400**

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,166,400**

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

**Includes 1,166,400 shares of common stock which are issuable to Security Pacific Bancorp upon exercise of its warrant. The Issuer’s Certificate of Incorporation states that record holders of common stock who beneficially own in excess of 10% of the outstanding shares of common stock (the “Limit”) are not entitled to any vote in respect of the shares held in excess of the Limit.

Page 2 of 8


Common Stock – CUSIP No.		69478X105

NAMES OF REPORTING PERSONS:

Ezri Namvar

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,166,400**

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,166,400**

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,166,400**

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 3 of 8


ITEM 1.		Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (“Common Stock”) of Pacific Premier Bancorp, Inc., f/k/a LIFE Financial Corporation, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1600 Sunflower Ave., 2nd Floor, Costa Mesa, California 92626.


ITEM 2.		Identity and Background.

(a) This statement is filed by: (i) Security Pacific Bancorp, a California corporation (the “Company”), with respect to shares beneficially owned by it and (ii) Ezri Namvar, an individual (“Namvar”), with respect to shares beneficially owned by him. The Company’s principal business is to operate as a bank holding company. Namvar is the majority shareholder of the Company. The Company and Namvar are sometimes collectively referred to throughout this Schedule 13D as the “Reporting Persons.”

(b) The address of each of the Reporting Persons is 12121 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025.

(c) The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended, of which Namvar is the controlling shareholder and who with members of his immediate family owns, 97.53% of the Company’s outstanding common stock. Namvar’s present principal occupation is a private investor – real estate and lending.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a part to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Company is a California corporation. Namvar is a citizen of the United States.


ITEM 3.		Source and Amount of Funds or Other Considerations.

As described below in Item 4, the Company purchased from New Life Holdings, LLC (“New Life”), an entity owned and controlled by Namvar and members of Namvar’s immediate family, a warrant (the “Warrant”) held by New Life representing the right to purchase 1,166,400 shares of Common Stock of the Issuer at an exercise price of $0.75 per share in exchange for issuing shares of the Company’s common stock in an aggregate amount equal to the purchase price for the Warrant. The aggregate purchase price for the Warrant was based on a 30-day rolling weighted average market price of the Common Stock, less the exercise price of $0.75 per share, totaling $12,375,504. The Company issued shares of its common stock to New Life based upon a third party valuation of the Company. Immediately after the issuance of the Company’s shares to New Life, New Life will distribute those shares to its members and as a result of which, Namvar will continue to be the controlling shareholder of the Company.


ITEM 4.		Purpose of Transaction.

On March 30, 2007, the Company purchased from New Life pursuant to the terms of a warrant

page 4 of 8

purchase agreement a Warrant representing the right to purchase 1,166,400 shares of Common Stock of the Issuer at an exercise price of $0.75 per share to the Company, and the Company, as consideration for the Warrant, issued to New Life a number of shares of its common stock equal in value to the purchase price of the Warrant. New Life has surrendered the Warrant to the Issuer and the Issuer has issued a new warrant to the Company representing the right to purchase 1,166,400 shares of Common Stock (“New Warrant”). The New Warrant issued to the Company is fully exercisable.

The foregoing description is qualified in its entirety by reference to the Warrant Purchase Agreement, which is attached hereto as Exhibit 1 and is incorporated herein by reference.

The Reporting Persons acquired the Warrant for investment purposes and do not have a present intent to acquire or influence control over the business of the Issuer. The Reporting Persons or their affiliates may, from time to time, acquire additional shares of Common Stock or dispose of some or all of their shares or may continue to hold their shares, depending on several factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant.

Other than described above, Reporting Persons have no present plans or proposals that relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e) Any material changes in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

page 5 of 8

ITEM 5. Interest in Securities of the Issuer.

(a) As of March 30, 2007, each of the Reporting Persons are the beneficial owners of 1,166,400 shares of Common Stock (i.e. those shares of Common Stock that the Company has the right to acquire pursuant to the Warrant). Based upon information available to the Reporting Persons, the Issuer had approximately 5,263,988 shares of Common Stock outstanding as of September 30, 2006. Therefore, the 1,166,400 shares of Common Stock beneficially owned by the Reporting Persons constitutes approximately 18% of the 5,263,988 shares of Common Stock outstanding as of September 30, 2006, giving effect to the issuance of 1,166,400 shares upon exercise of the Warrant.

(b) The Reporting Persons share the power to vote and dispose of all of the shares of Common Stock beneficially owned by them.

(c) Other than as described above in Item 4, none of the Reporting Persons has engaged in any transactions in the Common Stock for the 60-day period preceding the date hereof.

(d) Not applicable.

(e) Not applicable.


ITEM 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the Purchase Agreement described above in Item 4, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) among them or between them and any person which are required to be reported pursuant to Item 6 of the Instructions to Schedule 13D.


ITEM 7.		Material to be Filed as Exhibits.

Warrant Purchase Agreement, dated March 30, 2007, by and between New Life Holdings, LLC and Security Pacific Bancorp.

page 6 of 8

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: April 3, 2007	Security Pacific Bancorp, A California corporation
	By:	/s/ Andrew D. Reid
		Name:	Andrew D. Reid
		Title:	CFO

	EZRI NAMVAR
	/s/ Ezri Namvar

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

page 7 of 8

EXHIBIT INDEX


Number		Description

1		Warrant Purchase Agreement, dated March 30, 2007, by and between New Life Holdings, LLC and Security Pacific Bancorp.

page 8 of 8

EX-99.1 2 v28952exv99w1.htm EXHIBIT 99.1 exv99w1

WARRANT PURCHASE AGREEMENT

This Warrant Purchase Agreement (the “Agreement”) is made as of March 30, 2007 (the “Closing Date”) by and between New Life Holdings, LLC (“New Life”) and Security Pacific Bancorp (“SPB”). New Life and SPB are each a “party,” and are collectively, the “parties.”

WHEREAS, New Life holds Warrant No. W-1 to purchase 1,166,400 shares of common stock of Life Financial Corporation (now known as Pacific Premier Bancorp, Inc.) (the “Company”) at an exercise price of $0.75 per share (the “Warrant”) pursuant to that certain Note and Warrant Purchase Agreement between New Life and the Company dated as of November 20, 2001; and

WHEREAS, New Life desires to sell the Warrant to SPB in consideration for shares of common stock of SPB, and concurrently with the issuance of SPB’s shares of common stock to New Life, New Life will distribute the shares of SPB pro rata to its equity holders in accordance with their membership interests in New Life.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereby agree as follows:

1. Sale and Purchase of Warrant. Subject to the terms and conditions of this Agreement, New Life shall sell, transfer, assign, convey and deliver to SPB and SPB shall purchase, accept and acquire from New Life, the Warrant, in consideration of the issuance by SPB to New Life of 906,631 shares of SPB common stock (“SPB Shares”).

2. The Closing. The closing of the purchase and sale of the Warrant to SPB (the “Closing”) shall take place at the offices of SPB located at 12121 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025, or at such other location as may be mutually agreed upon by the parties hereto. On the Closing Date, New Life shall execute the Assignment attached hereto as Exhibit A, and SPB shall deliver to the Company the original Warrant, the Assignment and the notice to the Company instructing the Company to issue a new Warrant in the name of SPB.

3. Representations, Warranties and Covenants of SPB. SPB represents and warrants to, and covenants with New Life that:

(A) Incorporation. SPB is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, having full power and authority to own its properties and to carry on its business as conducted, and has the corporate power and authority to enter into this Agreement and to issue and deliver the SPB Shares and to carry out the transactions herein contemplated.

(B) Authorization. The execution, delivery and performance by SPB of this Agreement and all related transactions have been duly authorized by all necessary corporate action. When executed and delivered by SPB, this Agreement and all related transactions and documents constitute or will constitute the valid and legally binding obligations of SPB enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditor’s rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The person executing this Agreement is a duly authorized officer of SPB with all necessary legal authority to bind SPB generally and with the specific legal authority to cause SPB to enter into this Agreement.

(C) Investment Experience. SPB is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and was not organized for the specific purpose of acquiring the Warrant. SPB is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrant. SPB has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Warrant.

(D) Investment Intent. SPB is purchasing the Warrant for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. SPB understands that the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of SPB’s investment intent as expressed herein.

4. Representations, Warranties and Covenants of New Life. New Life represents and warrants to, and covenants with SPB that:

(A) Incorporation. New Life is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, having full power and authority to own its properties and to carry on its business as conducted.

(B) Authorization. The execution, delivery and performance by New Life of this Agreement and all related transactions have been duly authorized by all necessary corporate action. When executed and delivered by New Life, this Agreement and all related transactions and documents constitute or will constitute the valid and legally binding obligations of New Life enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditor’s rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The consummation of the transactions contemplated herein and the fulfillment of all the terms hereof will not result in a breach of any of the

terms or provisions of New Life’s operating agreement or other relevant organizational documents. The person executing this Agreement is a duly authorized officer of New Life with all necessary legal authority to bind New Life generally and with the specific legal authority to cause New Life to enter into this Agreement and to execute the Assignment attached hereto as Exhibit A.

(C) Title to Warrant. New Life has good and marketable to the Warrant, and has the full right, power and authority to sell, assign and transfer complete ownership in the Warrant to SPB, free and clear of all liens, claims, restrictions, encumbrances, charges, options or rights of third parties with respect thereto (“Encumbrances”). On the Closing Date, SPB will receive good and marketable title to the Warrant to be sold by New Life hereunder, free and clear of all Encumbrances.

5. Representations and Warranties of New Life and Equity Holders of New Life. Each of New Life and Ezri Namvar, on behalf of the equity holders of New Life, (collectively, the “Purchasers”), jointly and severally, hereby represents and warrants to SPB that:

(A) Investment Experience. Each of the Purchasers is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and was not organized for the specific purpose of acquiring the SPB Shares. Purchasers are aware of SPB’s business affairs and financial condition and has acquired sufficient information about SPB to reach an informed and knowledgeable decision to acquire the SPB Shares. The Purchasers have such business and financial experience as is required to give them the capacity to protect their own interests in connection with the purchase of the SPB Shares.

(B) Investment Intent. Each of the Purchasers is purchasing the SPB Shares for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. Purchasers understand that the SPB Shares have not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Purchasers’ investment intent as expressed herein.

6. Restrictions on Transfer of Warrant; Registrable Securities. The restrictions on transfer of the Warrant and the registration rights granted to SPB in connection with the Warrant are as set forth in the Warrant.

7. Miscellaneous.

(A) Waivers and Amendments. This Agreement and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(B) Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California without regard to conflict of laws.

(D) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto (specifically including any person that becomes a holder of the Warrant through transfer thereof from SPB, and any other successors in interest to the SPB Shares).

(E) Entire Agreement. This Agreement, together with the instruments and other documents contemplated to be executed and delivered in connection herewith, contains the entire agreement and understanding of the parties hereto, and supersedes any prior agreements or understandings between or among them, with respect to the subject matter hereof.

(F) Captions. The captions of the sections, subsections and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.

(G) Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as an instrument as of the date first above written.


NEW LIFE HOLDINGS, LLC
By:	/s/ Ezri Namvar
	Name:	Ezri Namvar
	Title:	Manager

SECURITY PACIFIC BANCORP
By:	/s/ Andrew D. Reid
	Name:	Andrew D. Reid
	Title:	CFO

Solely for the purposes of Section 5
/s/ Ezri Namvar
Ezri Namvar

EXHIBIT A

ASSIGNMENT

New Life Holdings, LLC,

as of the date set forth below, hereby transfers, assigns, and conveys unto Security Pacific Bancorp, the within Warrant No. W-1 (the “Warrant”) to purchase 1,166,400 shares of common stock of Life Financial Corporation (now known as Pacific Premier Bancorp, Inc.) (the “Company”) together with all right, title and interest therein, and does hereby irrevocably constitute and appoint any of the executive officers or the corporate secretary of the Company as attorney to transfer said Warrant on the books of the within-named Company with full power of substitution in the premises.

IN WITNESS WHEREOF, this Assignment has been executed as of the date set forth below.

Dated: March 30, 2007


New Life Holdings, LLC
By:
	Name:	Ezri Namvar
	Title:	Manager

ACCEPTED Security Pacific Bancorp
By:
	Name:
	Title: