0001028918-13-000066.txt : 20130624 0001028918-13-000066.hdr.sgml : 20130624 20130624123014 ACCESSION NUMBER: 0001028918-13-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130624 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130624 DATE AS OF CHANGE: 20130624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PREMIER BANCORP INC CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22193 FILM NUMBER: 13929036 BUSINESS ADDRESS: STREET 1: 17901 VON KARMAN AVE STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 714-431-4000 MAIL ADDRESS: STREET 1: 17901 VON KARMAN AVE STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 ppbi_8k-sdtbapproval.htm PPBI 8-K PRESS RELEASE SDTB SHAREHOLDERS APPROVE MERGER ppbi_8k-sdtbapproval.htm
 

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)
 June 24, 2013
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
0-22193
33-0743196
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, CA
92614
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
(949) 864-8000
 
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):
[ ] 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 7.01.                      REGULATION FD DISCLOSURE.
 
On June 24, 2013, Pacific Premier Bancorp, Inc. (the “Company”)  issued a press release announcing that shareholders of San Diego Trust Bank (“SDTB”) approved, at a special meeting of SDTB shareholders held on Friday June 21, 2013,  the Agreement and Plan of Reorganization, dated as of March 5, 2013, among the Company, Pacific Premier Bank (the “Bank”) and SDTB, pursuant to which SDTB will merge with and into the Bank, with the Bank as the surviving institution.
 
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
Exhibit 99.1
Press Release, dated June 24, 2013
 
 
 
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.
 
 
PACIFIC PREMIER BANCORP, INC.
       
Dated:
June 24, 2013
By:
/s/ STEVEN R. GARDNER
     
Steven R. Gardner
     
President and Chief Executive Officer
 
 
EXHIBIT INDEX
 
Exhibit
Number
 
99.1
Press Release, dated June 24, 2013
 
 
 EX-99.1 2 ppbi_8k-sdtbapprovalex991.htm PPBI PRESS RELEASE SDTB SHAREHOLDERS APPROVE MERGER ppbi_8k-sdtbapprovalex991.htm
 
Exhibit 99.1

Shareholders of San Diego Trust Bank Approve Acquisition by Pacific Premier Bancorp
 
Irvine, CA – June 24, 2013 – Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank (the “Bank”), announced today that shareholders of San Diego Trust Bank (“SDTB”) approved, at a special meeting of SDTB shareholders held on Friday June 21, 2013, the Agreement and Plan of Reorganization, dated as of March 5, 2013, among the Company, the Bank and SDTB, pursuant to which SDTB will merge with and into the Bank, with the Bank as the surviving institution.
 
The Company’s proposed acquisition of SDTB previously received all required regulatory approvals in April 2013.  The consummation of the acquisition remains subject to the satisfaction of customary closing conditions.
 
About the Company
 
The Company owns all of the capital stock of the Bank. The Bank provides business and consumer banking products to its customers through our ten full-service depository branches in Southern California located in the cities of Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino and Seal Beach and one office in Dallas, Texas.
 
Forward-Looking Statements
 
The statements contained herein that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company.  Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company.  There can be no assurance that future developments affecting the Company will be the same as those anticipated by management.  The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements.  These risks and uncertainties include, but are not limited to, the following:  the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services policies, laws and regulations; technological changes; the effect of acquisitions that the Company may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; changes in the level of the Company’s nonperforming assets and charge-offs; oversupply of inventory and continued deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; possible other-than-temporary impairments of securities held by the Company; the impact of current governmental efforts to restructure the U.S. financial regulatory system; changes in consumer spending, borrowing and savings habits; the effects of the Company’s lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of the Company’s borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company’s ability to manage the risks involved in the foregoing.
 
The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
 
 
###
 
Contact:
 
Pacific Premier Bancorp, Inc.
 
Steven R. Gardner
President/CEO
949.864.8000
 
Kent J. Smith
Executive Vice President/CFO
949.864.8000