Current Report Filing (8-k)
09 Agosto 2021 - 9:43AM
Edgar (US Regulatory)
0001108236
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0001108236
2021-08-06
2021-08-06
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xbrli:shares
iso4217:USD
xbrli:shares
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):
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August
6, 2021
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American River Bankshares
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(Exact name of registrant as specified in
its chapter)
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California
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0-31525
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68-0352144
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3100 Zinfandel Drive, Suite 450,
Rancho Cordova, California
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95670
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(916) 851-0123
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(Former name or former address, if changed since last report)
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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):
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o
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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AMRB
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Introductory
Note
On August 6, 2021, pursuant to the
Agreement to Merge and Plan of Reorganization, dated April 16, 2021, (the “Merger Agreement”), between Bank
of Marin Bancorp, a California corporation (“Marin”), and American River Bankshares, a California corporation
(the “Company”), the Company merged with and into Marin with Marin continuing as the surviving corporation
(the “Merger”).
Item
2.01.
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Completion of Acquisition
or Disposition of Assets.
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As referenced above, on August 6,
2021, pursuant to the Merger Agreement, the Company merged with and into Marin with Marin continuing as the surviving corporation.
Immediately after the Merger, American River Bank, a wholly owned bank subsidiary of the Company, merged with and into Bank of
Marin, a wholly owned bank subsidiary of Marin, with Bank of Marin continuing as the surviving bank.
Pursuant to the terms and conditions
set forth in the Merger Agreement, each outstanding Company common share, no par value per share (“Company Common Shares”)
was converted into the right to receive 0.575 (the “Merger Consideration”) of a share of Marin’s common
stock (“Marin Common Stock”). For each fractional share that would have otherwise been issued, Marin will pay
cash in an amount equal to such fraction multiplied by $33.59.
In addition, each outstanding option
to acquire shares of Company Common Shares (a “Company Option”) was cancelled and entitled the holder to receive
an amount in cash as determined in accordance with the Merger Agreement, less any applicable taxes required to be withheld with
respect to such payment.
Any vesting conditions applicable
to outstanding restricted share awards under the Company’s equity incentive plans were automatically accelerated in full
and entitled the holder of such awards or units to receive the Merger Consideration, less any applicable taxes required to be
withheld with respect to such vesting.
As a result of the Merger, Marin
will deliver approximately 3.4 million shares of Marin Common Stock valued at $36.15 per share on August 6, 2021, the last trading
day prior to consummation of the Merger. The value of the total merger consideration, including the cash paid for outstanding
AMRB stock options, was approximately $125 million.
The foregoing description of the
Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 19, 2021, which
is incorporated herein by reference.
Item
3.01.
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Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 6, 2021, the Company notified
the NASDAQ Stock Market (“NASDAQ”) that trading in the Company Common Shares should be halted prior to market
open on August 9, 2021, and that the listing of the Company Common Shares should be removed. The Company requested, and NASDAQ
filed, a notification of removal from listing of the Company Common Stock on Form 25 with the Securities and Exchange Commission.
The Company intends to file a Form 15 with respect to the Company Common Shares requesting the deregistration of the Company
Common Shares under Section 12 of the Exchange Act and the suspension of the Company’s reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
Item
3.03.
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Material Modification to Rights of Security Holders.
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The information set forth under Item
2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.
Item
5.01.
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Changes in Control of Registrant.
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The information set forth under
Item 2.01 is incorporated into this Item 5.01 by reference.
Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 6, 2021, effective upon
the consummation of the Merger, the Company’s directors and executive officers ceased serving in such capacities.
On August 9, 2021, Marin issued a
press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item
9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BANK OF MARIN BANCORP AS SUCCESSOR TO AMERICAN RIVER BANKSHARES
(Registrant)
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Date: August
9, 2021
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By:
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/s/
Tani Girton
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Tani Girton
Executive Vice President
and Chief Financial Officer
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American River Bankshares (NASDAQ:AMRB)
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