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): July 31, 2012

 

First PacTrust Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (949) 236-5211

 

 

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:

 

¨  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 July 31, 2012, First PacTrust Bancorp, Inc., a Maryland corporation (“First PacTrust”), Gateway Bancorp, a California corporation (“Gateway”), each of the stockholders of Gateway (collectively, the “Sellers”) and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative) entered into Amendment No. 4 (the “Amendment”) to that certain Stock Purchase Agreement, dated as of June 3, 2011, as amended on November 28, 2011, February 24, 2012 and June 30, 2012, among the parties (the “Purchase Agreement”).  The Amendment provides for the elimination of the post-closing escrow contemplated by the Purchase Agreement of $2,500,000 million of the total purchase price, as well certain specified post-closing indemnification obligations of the Sellers previously related to such post-closing escrow.  In connection therewith, the aggregate purchase price payable by First PacTrust in connection with the acquisition was reduced from $17,000,000 to $15,500,000.   

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.

 

Item 9.01.       Financial Statements and Exhibits.

(d)  Exhibits.

 

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 thereunto duly authorized.

 

FIRST PACTRUST BANCORP, INC.

 

 

Date: August 2, 2012                                                  By:     /s/ Gregory A. Mitchell                   

Name:   Gregory A. Mitchell

Title:     Chief Executive Officer

 

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