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 19, 2004

 

Central Valley Community Bancorp

(Exact Name of Registrant as Specified in Charter)

 

California

 

000-31977

 

77-0539125

(State or Other
Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

600 Pollasky,  Clovis, CA

 

93612

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (559) 298-1775

 

(Former Name or Former Address, if Changed Since Last Report)          Not Applicable

 

 



 

Item 5. Other Events and Regulation FD Disclosure

 

On July 19, 2004, Central Valley Community Bancorp announced that it has entered into a Definitive Agreement and Plan of Reorganization and Merger with Bank of Madera County pursuant to which Bank of Madera County will merge into Central Valley Community Bancorp and Bank of Madera County will become banking offices of the sole subsidiary of Central Valley Community Bancorp,  Central Valley Community Bank. The Definitive Agreement and the press release, issued on July 19, 2004, regarding the transaction discussed above appear as exhibits to this report.

 

Item 7. Financial Statements and Exhibits

 

(c) Exhibits

 

2.1 The Definitive Agreement and Plan of Reorganization and Merger by and between Central Valley Community Bancorp and Bank of Madera County dated July 19, 2004.

 

99.1 Central Valley Community Bancorp press release dated July 19, 2004 announcing the agreement and plan of reorganization and merger by and between Central Valley Community Bancorp and Bank of Madera County.

 

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.

 

 

 

Central Valley Community Bancorp

 

 

 

Date: July 19, 2004

 

By:  /s/Daniel J. Doyle

 

 

 

Name: Daniel J. Doyle

 

 

Title: President and Chief Executive Officer (principal executive officer)

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

2.1

 

The Definitive Agreement and Plan of Reorganization and Merger by and between Central Valley Community Bancorp and Bank of Madera County dated July 19, 2004.

 

 

 

 

 

Exhibits and Schedules to Definitive Agreement and Plan of Reorganization and Merger

 

 

 

 

 

 

 

Exhibits

 

 

 

 

 

 

 

Exhibit 1

 

Definitions

 

 

Exhibit 2.1

 

Form of Merger Agreement

 

 

Exhibit 5.3

 

Form of Affiliate Agreements

 

 

Exhibit 7.2.7

 

Form of Shareholder Agreements

 

 

Exhibit 7.2.8

 

Nonsolicitation and Confidentiality Agreement

 

 

 

 

 

 

 

Schedules

 

 

 

 

 

 

 

 

 

Schedule 3.2

 

Licenses and Permits

 

 

Schedule 3.3

 

Subsidiaries

 

 

Schedule 3.4

 

Authorization of Agreement; No Conflicts

 

 

Schedule 3.8

 

Applicable Laws

 

 

Schedule 3.9

 

Litigation

 

 

Schedule 3.10

 

Agreements with Banking Authorities

 

 

Schedule 3.11

 

Insurance Policies

 

 

Schedule 3.12

 

Title Exceptions

 

 

Schedule 3.13

 

Real Property

 

 

Schedule 3.14

 

Tax Matters

 

 

Schedule 3.15

 

Performance of Obligations

 

 

Schedule 3.16

 

Loans and Investments

 

 

Schedule 3.18

 

Material Contracts

 

 

Schedule 3.20

 

Undisclosed Liabilities

 

 

Schedule 3.21

 

Employees; Employee Benefit Plans; ERISA

 

 

Schedule 3.23

 

Hazardous Materials

 

 

Schedule 3.24

 

Stock Option Plans

 

 

Schedule 3.25

 

Parachute Payments

 

 

Schedule 4.2

 

Licenses and Permits

 

 

Schedule 4.3

 

Authorization of Agreement; No Conflicts

 

 

Schedule 4.7

 

Compliance with Laws

 

 

Schedule 4.8

 

Litigation

 

 

Schedule 4.10

 

Performance of Obligations

 

 

Schedule 4.12

 

Undisclosed Liabilities

 

 

Schedule 5.9

 

Employees; Employee Benefits

 

 

Schedule 7.2.8

 

Certain Officers

 

 

 

 

 

99.1

 

Central Valley Community Bancorp press release dated July 19, 2004 announcing the agreement and plan of reorganization and merger by and between Central Valley Community Bancorp and Bank of Madera County.

 

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