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 25, 2016
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
| Oregon | 000-30106 | 93-1269184 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices) (Zip Code)
Tel. (541) 686-8685
Registrant’s telephone number, including area code
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):
| x | 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 1.01 | Entry into a Material Definitive Agreement |
On April 26, 2016, Pacific Continental Corporation, Eugene, Oregon (“PCBK”) and its subsidiary, Pacific Continental Bank (“PCB”), entered into an Agreement and Plan of Merger (the “Agreement”), with Foundation Bancorp, Inc. (“Foundation”), and its wholly-owned subsidiary, Foundation Bank, a Washington state-charted bank (“Foundation Bank”) (PCBK, PCB, Foundation, and Foundation Bank, collectively, the “Parties”), as further described in PCBK’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2016, which is incorporated herein by reference.
On May 25, 2016, the Parties entered into an Amendment to the Agreement (the “Amendment”) to correct the vote required to approve the transaction by the outstanding shares of Foundation Bancorp common stock. The affirmative vote of two-thirds of the outstanding shares of Foundation Bancorp common stock (not a majority as originally provided) will be required to effectuate the merger among the Parties. Except as expressly provided in the Amendment, all terms, covenants and provisions of the Agreement remain in full force and effect.
The foregoing is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Additional Information
This communication is being made in respect of the proposed merger transaction involving PCBK and Foundation. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed merger transaction, PCBK will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of Foundation, and a Prospectus of PCBK, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about PCBK and Foundation, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from PCBK at www.therightbank.com under the tab “Investor Relations” and then under the heading “Financials – SEC Filings”, or from PCBK’s Investor Relations, by calling 541-686-8685.
PCBK and Foundation and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Foundation in connection with the proposed merger. Information about the directors and executive officers of PCBK is set forth in the proxy statement for PCBK’s 2016 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 15, 2016. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available. Copies of these documents may be obtained free of charge from the sources described above.
Forward-Looking Statement Safe Harbor
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction involving PCBK and Foundation, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, expectations regarding the timing of the closing of the transaction and its impact on PCBK’s earnings, expectations regarding pro forma combined assets, loans and deposits and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which PCBK and Foundation operate; the ability to promptly and effectively integrate the businesses of PCB and Foundation Bank; the reaction to the transaction of the companies’ customers, employees, and counterparties; and the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. PCBK undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this release. This statement is included for the express purpose of invoking PSLRA’s safe harbor provisions.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 2.1 | Amendment to Agreement and Plan of Merger, dated as of May 25, 2016, by and among Pacific Continental Corporation, Pacific Continental Bank, Foundation Bancorp, Inc. and Foundation Bank. |
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.
Date: May 25, 2016
| PACIFIC CONTINENTAL CORPORATION | ||
| By: | /s/ Richard R. Sawyer | |
| Richard R. Sawyer | ||
| Executive Vice President Chief Financial Officer | ||
Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to the Agreement and Plan of Merger, dated as of April 26, 2016 (the “Merger Agreement”), by and among Pacific Continental Corporation (“PCC”), Pacific Continental Bank (“PCB”), Foundation Bancorp, Inc. (“Foundation Bancorp”), and Foundation Bank (the “Bank”) (PCC, PCB, Foundation Bancorp and the Bank, collectively, the “Parties”), is made and entered into by and among the Parties as of May 25, 2016.
RECITALS
WHEREAS, the Parties have entered into the Merger Agreement which provides for, among other things, the merger of Foundation Bancorp into PCC, with PCC continuing as the surviving entity, and the merger of the Bank with and into PCB, with PCB as the surviving entity; and
WHEREAS, the Parties desire to amend the Merger Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Amendment. From and after the date hereof, the Merger Agreement shall be amended as follows:
| 1.1 | Section 4.15(a)(5) is hereby deleted in its entirety and replaced with the following: |
“(5) the approval of the Merger by the affirmative vote of two-thirds of the outstanding shares of the Foundation Bancorp Common Stock (including the Foundation Bancorp Restricted Stock) and the affirmative vote of a majority of the Foundation Bancorp Preferred Stock, entitled to vote thereon at the Foundation Bancorp Meeting, and as otherwise provided in the Foundation Bancorp Articles.”
| 1.2 | The second sentence of Section 4.16(a) is hereby deleted in its entirety and replaced with the following: |
“Subject to the affirmative vote of two-thirds of the outstanding shares of the Foundation Bancorp Common Stock (including the Foundation Bancorp Restricted Stock) and the affirmative vote of a majority of the outstanding shares of the Foundation Bancorp Preferred Stock, entitled to vote thereon, at the Foundation Bancorp Meeting, and as otherwise provided in the Foundation Bancorp Articles, which is the only Foundation Bancorp shareholder vote required to approve this Agreement pursuant to applicable Washington law, the Foundation Bancorp Articles and the Foundation Bancorp Bylaws, this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of Foundation Bancorp and the Bank, and will be authorized by all necessary corporate action of Foundation Bancorp as the sole shareholder of the Bank.”
2. Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission in PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Amendment.
3. Governing Law. This Amendment shall be governed by and subject to the applicable federal banking laws of the United States of America and, to the extent state law would apply, rather than such federal laws, to the laws of the State of Oregon (determined without reference to the choice of law provisions thereof).
4. Interpretation. Except as expressly provided herein, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect. All capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement except as otherwise provided herein or unless the context otherwise requires. For the avoidance of doubt, from and after the date of this Amendment, references in the Merger Agreement to the “Agreement” or any provision thereof shall be deemed to refer to the Merger Agreement or such provision as amended hereby unless the context otherwise requires.
[Signature Page To Follow]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
| PACIFIC CONTINENTAL CORPORATION | ||
| By: | /s/ Roger S. Busse | |
| Roger S. Busse | ||
| Chief Executive Officer | ||
| PACIFIC CONTINENTAL BANK | ||
| By: | /s/ Roger S. Busse | |
| Roger S. Busse | ||
| Chief Executive Officer | ||
| FOUNDATION BANCORP, INC. | ||
| By: | /s/ Duane C. Woods | |
| Duane C. Woods | ||
| Vice Chairman and Interim Chief Executive Officer | ||
| FOUNDATION BANK | ||
| By: | /s/ Duane C. Woods | |
| Duane C. Woods | ||
| Vice Chairman and Interim Chief Executive Officer | ||
SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER