fcal8k_022812.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

February 28, 2012
 
Date of Report (Date of Earliest Event Reported)
 
FIRST CALIFORNIA FINANCIAL GROUP, INC.
 
(Exact Name of Registrant As Specified In Its Charter)
 

Delaware
000-52498
38-3737811
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
 
(Address of principal executive offices) (Zip Code)

(805) 322-9655
 
(Registrant’s telephone number, including area code)

N/A
 
(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):
 
x
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))
 

 
 

 
 

 

Item 7.01                      Regulation FD Disclosure.

On February 28, 2012, First California Financial Group, Inc. (“FCAL”) and Premier Service Bank (“PSBK”) issued a joint press release announcing their entry into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which FCAL will acquire PSBK by merger (the “Merger”) with First California Bank, FCAL’s wholly-owned subsidiary bank, in exchange for shares of FCAL common stock to be issued to shareholders of PSBK in the Merger.   A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information and Where to Find it

Shareholders of PSBK and other interested parties are urged to read the proxy statements/prospectus that will be included in the Form S-4 registration statement that FCAL will file with the Securities and Exchange Commission in connection with the Merger because it will contain important information about FCAL, FCB, PSBK, the Merger and other related matters.  The registration statement will include FCAL’s prospectus in connection with the issuance of FCAL common stock as consideration in the Merger and PSBK’s proxy statement for its shareholder meeting at which the Merger Agreement and the Merger will be considered and voted upon by PSBK’s shareholders.  The proxy statement-prospectus will be mailed to shareholders of PSBK prior to its shareholder meeting. In addition, when the registration statement and other related documents are filed by FCAL with the Securities and Exchange Commission, they may be obtained for free at the Securities and Exchange Commission’s website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from either the FCAL website at http://www.fcalgroup.com  or at the PSBK website at http://www.premierservicebank.com.

FCAL, PSBK and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about the directors and executive officers of FCAL and PSBK and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. You can find information about FCAL’s directors and executive officers in the proxy statement for FCAL’s annual meeting of shareholders filed with the Securities and Exchange Commission on April 21, 2011.  You can find information about PSBK’s directors and executive officers in the proxy statement for PSBK’s annual meeting of shareholders available on its website at http://www.premierservicebank.com/corp/investor_relations.html.  You can obtain free copies of these documents from the Securities and Exchange Commission, FCAL or PSBK using the website information above.

Investors should read the proxy statement/prospectus carefully when it becomes available before making any investment decisions.

Forward Looking Statements
 
This current report on Form 8-K may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Such forward-looking statements and all other statements that are not historic facts are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. These factors include, but are not limited to, general economic conditions, changes in the interest rate environment, legislative or regulatory changes that may adversely affect our business, changes in accounting policies and practices, changes in competition and demand for financial services, adverse changes in the securities markets, changes in deposit flows and changes in the quality or composition of our loan or investment portfolios. Additionally, other risks and uncertainties may be described in the FCAL’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its other reports as filed with the Securities and Exchange Commission, which are available through the Securities and Exchange Commission’s website at www.sec.gov. Should one or more of these risks materialize, actual results may vary from those anticipated, estimated or projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. FCAL assumes no obligation to update any forward-looking statements.

Item 9.01                      Financial Statements and Exhibits.
 
(d)      Exhibits
 
 
Exhibit No.
Description

 
 
 

 

 
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.
 

   
FIRST CALIFORNIA FINANCIAL GROUP, INC.
     
Dated:  February 28, 2012
 
By:
/s/  Romolo Santarosa
   
Name:
Romolo Santarosa
   
Title:
Senior Executive Vice President, Chief Operating Officer/Chief Financial Officer